HomeMy WebLinkAbout07-07-2021 Operations Committee Meeting Complete Agenda Packet
ORANGE COUNTY SANITATION DISTRICT SPECIAL NOTICE REGARDING CORONAVIRUS (COVID-19) AND ATTENDANCE AT PUBLIC MEETINGS
On March 4, 2020, Governor Newsom proclaimed a State of Emergency in California as a result of the threat of COVID-19. On March 12, 2020 and March 18, 2020, Governor Newsom issued Executive Order N-25-20 and Executive Order N-29-20, which temporarily suspend portions of the Brown Act which addresses the conduct of public meetings. On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which
continues the suspension of portions of the Brown Act which addresses the conduct of public meetings through September 30, 2021. The General Manager and the Chairman of the Board of Directors have determined that due to the size of the Orange County Sanitation District’s Board of Directors (25), and the
health and safety of the members, the Board of Directors will be participating in meetings of the Board telephonically and via Internet accessibility. PUBLIC PARTICIPATION
Your participation is always welcome. The Operations Committee meeting will be available to the public online at: https://ocsd.legistar.com/Calendar.aspx
You may submit your comments and questions in writing for the Operations Committee’s consideration in advance of the meeting by using the eComment feature available via the webpage above or sending them to OCSanClerk@ocsd.com with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)” or
“PUBLIC COMMENT NON-AGENDA ITEM”. Submit your written comments by
5:00 p.m. on Tuesday, July 6, 2021. You may also submit comments and questions for the Operations Committee’s consideration during the meeting by using the eComment feature that will be available
via the webpage above for the duration of the meeting. All public comments will be provided to the Operations Committee and may be read into the record or compiled as part of the record.
Thank you.
June 30, 2021
NOTICE OF MEETING
OPERATIONS COMMITTEE
ORANGE COUNTY SANITATION DISTRICT
Wednesday, July 7, 2021 – 5:00 P.M.
ACCESSIBILITY FOR THE GENERAL PUBLIC
Due to the spread of COVID-19, the Orange County Sanitation District will
be holding all upcoming Board and Committee meetings by
teleconferencing and Internet accessibility. This meeting will be available
to the public online at:
https://ocsd.legistar.com/Calendar.aspx
A regular meeting of the Operations Committee of the
Orange County Sanitation District will be held in the manner indicated herein
on Wednesday, July 7, 2021 at 5:00 p.m.
0 ~SAN 10844 Ellis Avenue
Fountain Valley, CA 92708
714.962.2411
ORANGE COUNTY SANITATION DISTRICT www.ocsan.gov
Our Mission: To protect public health and the environment by
providing effective wastewater collection, treatment, and recycling.
Serving:
Anaheim
Brea
Buena Park
Cypress
Fountain Valley
Fullerton
Garden Grove
Huntington Beach
Irvine
La Habra
La Palma
Los Alamitos
Newport Beach
Orange
Placentia
Santa Ana
Seal Beach
Stanton
Tustin
Villa Park
County of Orange
Costa Mesa
Sanitary District
Midway City
Sanitary District
Irvine Ranch
Water District
Yorba Linda
Water District
OPERATIONS COMMITTEE MEETING DATE
BOARD MEETING DATE
07/07/21 07/28/21
AUGUST DARK 08/25/21
09/01/21 09/22/21
10/06/21 10/27/21
11/03/21 11/17/21 *
12/01/21 12/15/21 *
JANUARY DARK 01/26/22
02/02/22 02/23/22
03/02/22 03/23/22
04/06/22 04/27/22
05/04/22 05/25/22
06/01/22 06/22/22
* Meeting will be held on the third Wednesday of the month
ROLL CALL OPERATIONS COMMITTEE
Engineering and Operations & Maintenance
Meeting Date: July 7, 2021 Time: 5:00 p.m. Adjourn:
COMMITTEE MEMBERS (14)
Stacy Berry (Chair)
Brooke Jones (Vice-Chair) Doug Chaffee
Stephen Faessel
Ryan Gallagher Johnathan Ryan Hernandez
Steve Jones
Sandra Massa-Lavitt
Kim Nichols
Bob Ooten
Jesus J. Silva
Chad Zimmerman
John Withers (Board Chair)
Chad Wanke (Board Vice-Chair)
OTHERS
Brad Hogin, General Counsel
STAFF
Jim Herberg, General Manager
Rob Thompson, Assistant General Manager
Lorenzo Tyner, Assistant General Manager
Celia Chandler, Director of Human Resources
Kathy Millea, Director of Engineering
Lan Wiborg, Director of Environmental Services
Kelly Lore, Clerk of the Board
ORANGE COUNTY SANITATION DISTRICT Effective 2/9/2021 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES
ACTIVE DIRECTOR
ALTERNATE DIRECTOR
Anaheim
Stephen Faessel
Jose Diaz Brea Glenn Parker Steven Vargas Buena Park Art Brown Connor Traut Cypress Stacy Berry Anne Hertz Fountain Valley Patrick Harper Glenn Grandis Fullerton Jesus J. Silva Nick Dunlap Garden Grove Steve Jones John O’Neill Huntington Beach Kim Carr Dan Kalmick Irvine Anthony Kuo Farrah N. Khan
La Habra Rose Espinoza Jose Medrano La Palma Marshall Goodman Nitesh Patel Los Alamitos Mark A. Chirco Ron Bates Newport Beach Brad Avery Joy Brenner Orange Kim Nichols Chip Monaco Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Nelida Mendoza Seal Beach Sandra Massa-Lavitt Schelly Sustarsic Stanton David Shawver Carol Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Chad Zimmerman Robert Collacott Sanitary/Water Districts
Costa Mesa Sanitary District
Bob Ooten
Art Perry Midway City Sanitary District Andrew Nguyen Sergio Contreras Irvine Ranch Water District John Withers
Douglas Reinhart
Yorba Linda Water District Brooke Jones Phil Hawkins County Areas
Board of Supervisors Doug Chaffee Donald P. Wagner
OPERATIONS COMMITTEE
Regular Meeting Agenda
Wednesday, July 7, 2021 - 5:00 PM
Board Room
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
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@ocsan.gov at least
14 days before the meeting.
FOR ANY QUESTIONS ON THE AGENDA, BOARD MEMBERS MAY CONTACT STAFF AT:
General Manager: Jim Herberg, jherberg@ocsan.gov / (714) 593-7300
Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550
Asst. General Manager: Rob Thompson, rthompson@ocsan.gov / (714) 593-7310
Director of Human Resources: Celia Chandler, cchandler@ocsan.gov / (714) 593-7202
Director of Engineering: Kathy Millea, kmillea@ocsan.gov / (714) 593-7365
Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450
OC ~SAN
ORANGE COUNTY SANITATION DISTRICT
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
CALL TO ORDER
PLEDGE OF ALLEGIANCE
ROLL CALL AND DECLARATION OF QUORUM:
Clerk of the Board
PUBLIC COMMENTS:
Your participation is always welcome. The Operations Committee meeting will be available to the public online at:
https://ocsd.legistar.com/Calendar.aspx.
You may submit your comments and questions in writing for the OperationsCommittee’s consideration in advance
of the meeting by using the eComment feature available via the webpage above or sending them to
OCSanClerk@ocsd.com with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to
your comment)” or “PUBLIC COMMENT NON-AGENDA ITEM”. Submit your written comments by 5:00 p.m. on
July 6, 2021.
You may also submit comments and questions for the OperationsCommittee’s consideration during the meeting
by using the eComment feature that will be available via the webpage above for the duration of the meeting. All
public comments will be provided to the Operations Committee and may be read into the record or compiled as
part of the record.
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.
CONSENT CALENDAR:
Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion,
without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in
the regular order of business.
1.2021-1723APPROVAL OF MINUTES
RECOMMENDATION:
Approve Minutes of the Regular Meeting of the Operations Committee held June 2,
2021.
Originator:Kelly Lore
Agenda Report
06-02-2021 Operations Committee Minutes
Attachments:
Page 1 of 7
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
2.2021-1602REPLACEMENT PURCHASE OF A COMBINATION SEWER CLEANING
VEHICLE
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Purchase Order to Haaker Equipment Company to purchase one
new/unused Combination Sewer Cleaning Truck using Sourcewell Cooperative
Contract No. 122017-FSC-2 for a total amount not to exceed $775,410,
including freight and taxes; and
B. Approve a contingency of $23,262 (3%).
Originator:Rob Thompson
Agenda ReportAttachments:
3.2020-1381AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS,
PROJECT NO. FE10-21
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Area 02 Craig
Regional Park Manhole Improvements, Project No. FE10-21;
B. Award a Construction Contract to Deark E&C, Inc. for Area 02 Craig Regional
Park Manhole Improvements, Project No. FE10-21, for a total amount not to
exceed $427,400; and
C. Approve a contingency of $42,740 (10%).
Originator:Kathy Millea
Agenda Report
FE10-21 Contract Agreement Package
Attachments:
4.2021-1644OUTFALL LOW FLOW PUMP STATION, CONTRACT NO. J-117B
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Purchase Order to ePlus Technology Inc. for Specification No.
E-2021-1253BD for IT Server Hardware for Outfall Low Flow Pump Station, Contract
No. J-117B, for a total amount of $793,882.96, plus applicable sales tax and freight.
Originator:Kathy Millea
Agenda ReportAttachments:
Page 2 of 7
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
5.2021-1686SPRINGDALE RELIEF CONCRETE ENCASEMENT EXTENSION AT
WINTERSBURG CHANNEL, PROJECT NO. FRC-0012
RECOMMENDATION:
A. Approve a sole source with J. F. Shea Construction, Inc. for $167,694 for
Springdale Relief Concrete Encasement Extension at Wintersburg Channel,
Project No. FRC-0012;
B. Authorize the General Manager to award the Construction Contract to J. F. Shea
Construction, Inc. for $167,694 for Springdale Relief Concrete Encasement
Extension at Wintersburg Channel, Project No. FRC-0012; and
C. Approve a contingency of $30,185 (18%).
Originator:Kathy Millea
Agenda ReportAttachments:
6.2021-1707COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY,
PROJECT NO. PS20-02
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Woodard and Curran, Inc. to
provide engineering services for the Collection System Flow Level Monitoring
Study, Project No. PS20-02, for an amount not to exceed $616,562; and
B. Approve a contingency of $61,656 (10%).
Originator:Kathy Millea
Agenda Report
PS20-02 PSA & Attachment A
Attachments:
NON-CONSENT:
7.2021-1533SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS, PROJECT
NO. 7-66
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Sunflower and Red
Hill Interceptor Repairs, Project No. 7-66;
B. Award a Construction Contract to Charles King Company for Sunflower and Red
Hill Interceptor Repairs, Project No. 7-66, for an amount not to exceed
$4,777,000; and
Page 3 of 7
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
C. Approve a contingency of $477,700 (10%).
Originator:Kathy Millea
Agenda Report
7-66 Contract Agreement Package
Presentation - 7-66_Construction Award
Attachments:
8.2021-1532SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS, PROJECT
NO. 7-66
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with GHD, Inc. to
provide construction support services for Sunflower and Red Hill Interceptor
Repairs, Project No. 7-66, for an amount not to exceed $166,000; and
B. Approve a contingency of $16,600 (10%).
Originator:Kathy Millea
Agenda Report
7-66 PCSA Package - GHD Inc
Presentation - 7-66_PCSA
Attachments:
9.2021-1572SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT
PLANT NO. 1, PROJECT NO. P1-134
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for South Perimeter
Security and Utility Improvements at Plant No. 1, Project No. P1-134;
B. Reject the bid from apparent low bidder, RT Contractor Corp., as
non-responsive;
C. Receive and file Orange County Sanitation District’s Notice of Intent to Award
dated June 3, 2021;
D. Receive and file Award Protest from Act 1 Construction, Inc. dated June 4, 2021,
concerning the award to Tovey/Shultz Construction, Inc.;
E. Receive and file response letter from Tovey/Shultz Construction, Inc. dated June
8, 2021, regarding the bid protest of Act 1 Construction, Inc.;
F. Receive and file Orange County Sanitation District’s determination letter dated
June 10, 2021, to Act 1 Construction, Inc. responding to award protest;
Page 4 of 7
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
G. Award a Construction Contract to Tovey/Shultz Construction, Inc. for South
Perimeter Security and Utility Improvements at Plant No. 1, Project No. P1-134,
for an amount not to exceed $4,396,779; and
H. Approve a contingency of $439,678 (10%).
Originator:Kathy Millea
Agenda Report
OC San Notice of Intent to Award Notice 06-03-2021
Act 1 Construction, Inc. Bid Protest Letter 06-04-2021
ToveyShultz Response to Bid Protest Letter 06-08-2021
OC San Determination Letter 06-10-2021
P1-134 Contract Agreement Package
Presentation - P1-134_Construction Award
Attachments:
10.2021-1573SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT
PLANT NO. 1, PROJECT NO. P1-134
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with HDR
Engineering, Inc. to provide construction support services for South Perimeter
Security and Utility Improvements at Plant No. 1, Project No. P1-134, for an
amount not to exceed $235,000; and
B. Approve a contingency of $23,500 (10%).
Originator:Kathy Millea
Agenda Report
P1-134 PCSA Package - HDR
Presentation - P1-134_PCSA
Attachments:
11.2021-1719PROCESS CONTROL SYSTEMS UPGRADES STUDY, PROJECT NO.
SP-196
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Master Services Agreement with ABB Inc. for the design, installation,
implementation, and maintenance of a process control system;
B. Authorize staff to specify ABB Inc. as the sole source provider for equipment,
materials, software, and services for control systems on current and future
projects; and
C. Ratify the addition of ABB Inc. to the list of pre-approved Original Equipment
Manufacturers for procurements under $100,000 for equipment, materials,
software, and services for control systems.
Page 5 of 7
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
Originator:Kathy Millea
Agenda Report
Draft Agreement
Presentation - SP-196
Attachments:
12.2021-1584PROCESS CONTROL SYSTEMS UPGRADES, PROJECT NO. J-120
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve Task Order No. 1 under the Master Services Agreement with ABB Inc.
to provide services, software, and equipment for Process Control Systems
Upgrades, Project No. J-120, for an amount not to exceed $11,818,480; and
B. Approve a contingency of $1,181,848 (10%).
Originator:Kathy Millea
Agenda Report
Draft Task Order No. 1
Presentation - J-120_Task Order
Attachments:
13.2021-1728RIALTO BIOENERGY FACILITY DRYING AND THERMAL
CONVERSION CONTRACT - BIOSOLIDS MANAGEMENT
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Service Contract to Rialto Bioenergy Facility (RBF) to
pilot a biosolids drying and thermal conversion service for approximately 100 wet
tons per day at a base fee of $94 per wet ton, plus monthly fuel surcharge,
annual CPI (consumer price index) adjustment, and special sampling events at a
rate of $3,950 per event (6 events) for targeted Per- and Polyfluoroalkyl
Substances (PFAS) compounds. The term of this Contract is for three (3) years
with two (2) optional one-year renewals for a total annual amount not to exceed
$3,463,095; and
B. Approve an annual contingency of $346,310 (10%).
Originator:Lan Wiborg
Agenda Report
Draft Svc Contract and SOW
Presentation - Biosolids Thermal Contract
Attachments:
Page 6 of 7
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, July 7, 2021
INFORMATION ITEMS:
14.2021-1733ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL
SERVICES LABORATORY AND OCEAN MONITORING UPDATE
RECOMMENDATION:
Information Item.
Originator:Lan Wiborg
Agenda ReportAttachments:
15.2021-1736SUPER CRITICAL WATER OXIDATION RESEARCH OPPORTUNITY
RECOMMENDATION:
Information Item.
Originator:Rob Thompson
Agenda ReportAttachments:
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 Directors may request staff to place an item on a future agenda.
ADJOURNMENT:
Adjourn the Committee meeting until the Regular Meeting of the Operations Committee on
September 1, 2021 at 5:00 p.m.
Page 7 of 7
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1723 Agenda Date:7/7/2021 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 June 2, 2021.
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. OC SAN 21-04
ATTACHMENT
The following attachment(s) may be viewed on-line at the OC San website (www.ocsan.gov) with the complete agenda
package:
·Minutes of the Operations Committee meeting held June 2, 2021
Orange County Sanitation District Printed on 6/28/2021Page 1 of 1
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
Orange County Sanitation District
Minutes for the
OPERATIONS COMMITTEE
Wednesday, June 2, 2021
5:00 PM
Board Room
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Operations Committee was called to order by Committee Chair Stacy
Berry on Wednesday, June 2, 2021 at 5:00 p.m. in the Administration Building of the Orange
County Sanitation District. Chair Berry stated that the meeting was being held telephonically
and via audio/video teleconferencing in accordance with the Governor's Executive Order No.
N-29-20, due to the Coronavirus Pandemic (COVID-19). Director Steve Jones led the Flag
Salute.
ROLL CALL AND DECLARATION OF QUORUM:
Roll call was taken and a quorum was declared present, as follows:
PRESENT:Stacy Berry, Brooke Jones, Doug Chaffee, Stephen Faessel, Ryan
Gallagher, Johnathan Ryan Hernandez, Steve Jones, Sandra
Massa-Lavitt, Robert Ooten, Jesus Silva, David Shawver, John
Withers and Chad Zimmerman
ABSENT:Kim Nichols
STAFF PRESENT: Kelly Lore, Clerk of the Board, and Brian Engeln were present in the
Board Room. Jim Herberg, General Manager; Rob Thompson, Assistant General Manager;
Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources;
Kathy Millea, Director of Engineering; Lan Wiborg, Director of Environmental Services;
Jennifer Cabral; Mortimer Caparas; Tanya Chong; Raul Cuellar; Jacob Dalgoff; Mike Dorman;
Tina Knapp; Jeff Mohr; and Wally Ritchie were in attendance telephonically.
OTHERS PRESENT: Brad Hogin, General Counsel, was in attendance telephonically.
PUBLIC COMMENTS:
None.
Clerk of the Board Kelly Lore stated that late communication had been provided to the
Committee in regard to Item No. 6, Budget Update.
REPORTS:
Chair Berry announced that OC San's Administrative Offices would be closed on Monday,
July 5 in observance of Independence Day.
General Manager Jim Herberg did not provide a report.
Page 1 of 5
OC ~SAN
ORANGE COUNTY SANITATION DISTRICT
OPERATIONS COMMITTEE Minutes June 2, 2021
Assistant General Manager Rob Thompson provided information regarding a new
technology Super Critical Water Oxidation Solids Treatment.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES 2021-1651
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve Minutes of the Regular Meeting of the Operations Committee held May 5,
2021.
AYES:Stacy Berry, Brooke Jones, Doug Chaffee, Stephen Faessel, Ryan
Gallagher, Johnathan Ryan Hernandez, Steve Jones, Sandra
Massa-Lavitt, Robert Ooten, Jesus Silva, David Shawver, John
Withers and Chad Zimmerman
NOES:None
ABSENT:Kim Nichols
ABSTENTIONS:None
2. COOPERATIVE PROCUREMENT WITH STATE OF CALIFORNIA,
DEPARTMENT OF GENERAL SERVICES FOR FUEL PURCHASE
PROGRAM
2021-1667
Originator: Rob Thompson
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Authorize the use of the State of California, Department of General Services
Master Service Agreement No. 5-19-99-19 with WEX Bank for Fleet Payment
System Services for the period beginning July 1, 2021 through June 30, 2022,
for a total not to exceed $250,000, with four one-year renewal options; and
B. Approve a $50,000 (20%) contingency per year.
AYES:Stacy Berry, Brooke Jones, Doug Chaffee, Stephen Faessel, Ryan
Gallagher, Johnathan Ryan Hernandez, Steve Jones, Sandra
Massa-Lavitt, Robert Ooten, Jesus Silva, David Shawver, John
Withers and Chad Zimmerman
NOES:None
ABSENT:Kim Nichols
ABSTENTIONS:None
Page 2 of 5
OPERATIONS COMMITTEE Minutes June 2, 2021
3. AGREEMENT FOR NATURAL GAS, SPECIFICATION NO.
C-2021-1227BD
2021-1625
Originator: Rob Thompson
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve the Master Retail Natural Gas Supply agreement with Constellation
NewEnergy - Gas Division, LLC for the purchase of Natural Gas, Specification No.
C-2021-1227BD, for the period August 1, 2021 through July 31, 2022 for $0.035 per
Million British Thermal Units (MMBtu) over the Natural Gas Intelligence Weekly Gas
Price Index Monthly Bid for the SoCal Citygate for a total estimated annual cost of
$715,000 with four one-year renewal options.
AYES:Stacy Berry, Brooke Jones, Doug Chaffee, Stephen Faessel, Ryan
Gallagher, Johnathan Ryan Hernandez, Steve Jones, Sandra
Massa-Lavitt, Robert Ooten, Jesus Silva, David Shawver, John
Withers and Chad Zimmerman
NOES:None
ABSENT:Kim Nichols
ABSTENTIONS:None
NON-CONSENT:
4. MANHOLE FRAME AND COVER REPLACEMENT SERVICES,
SPECIFICATION NO. S-2019-1055BD
2021-1647
Originator: Rob Thompson
Mr. Thompson provided a brief introduction to the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a contingency increase of $120,433 (approximately 31%) to the Service
Contract with Ayala Engineering for Manhole Frame and Cover Replacement Services,
Specification No. S-2019-1055BD, for the period November 1, 2020 through October
31, 2021, for a new total contingency amount not to exceed $178,966 (approximately
46%).
AYES:Stacy Berry, Brooke Jones, Doug Chaffee, Stephen Faessel, Ryan
Gallagher, Johnathan Ryan Hernandez, Steve Jones, Sandra
Massa-Lavitt, Robert Ooten, Jesus Silva, David Shawver, John
Withers and Chad Zimmerman
NOES:None
ABSENT:Kim Nichols
ABSTENTIONS:None
Page 3 of 5
OPERATIONS COMMITTEE Minutes June 2, 2021
5. OUTFALL LOW FLOW PUMP STATION, CONTRACT NO. J-117B 2021-1577
Originator: Kathy Millea
Mr. Thompson provided a brief introduction to the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Purchase Order to ConvergeOne for the purchase of IT Hardware
(J-117B), Specification No. E-2021-1231BD (Base Bid), for Outfall Low Flow
Pump Station, Contract No. J-117B, for a total amount of $785,482, plus
applicable sales tax and freight; and
B. Approve an additional Purchase Order to ConvergeOne for the purchase of
optional IT hardware items (J-117B), Specification No. E-2021-1234BD
(Optional Bid), for Outfall Low Flow Pump Station, Contract No. J-117B, for a
total amount not to exceed $288,328, plus applicable sales tax and freight.
AYES:Stacy Berry, Brooke Jones, Doug Chaffee, Stephen Faessel, Ryan
Gallagher, Johnathan Ryan Hernandez, Steve Jones, Sandra
Massa-Lavitt, Robert Ooten, Jesus Silva, David Shawver, John
Withers and Chad Zimmerman
NOES:None
ABSENT:Kim Nichols
ABSTENTIONS:None
INFORMATION ITEMS:
6. FY 2021-22 BUDGET UPDATE PRESENTATION 2021-1673
Originator: Lorenzo Tyner
Wally Ritchie, Controller, provided a PowerPoint presentation that reviewed the FY
2021-22 budget update including revenue, rates, expenses, operating expenses, the
capital improvement program, and debt service.
ITEM RECEIVED AS AN:
Information Item.
7. ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL
SERVICES RESOURCE PROTECTION
2021-1672
Originator: Lan Wiborg
Roya Sohanaki, Engineering Manager, provided a PowerPoint presentation that
reviewed the Resource Protection Division, the pretreatment program, effectiveness of
source control, the six components of resource protection, dry weather urban runoff
Page 4 of 5
OPERATIONS COMMITTEE Minutes June 2, 2021
sites, and program success.
ITEM RECEIVED AS AN:
Information Item.
8. FOOD WASTE RECEIVING 2021-1682
Originator: Kathy Millea
Mr. Herberg provided a PowerPoint presentation that gave background on food waste
and the process of OC San receiving food waste, pre-processor negotiations approach,
market interest, Request For Information Response, response to draft agreement,
current status, project summary, and next steps.
ITEM RECEIVED FOR:
Information Only.
DEPARTMENT HEAD REPORTS:
Mr. Thompson provided a brief update on the pipe that was damaged during the I405
construction.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Chair Berry declared the meeting adjourned at 6:01 p.m. to the meeting to be held on
Wednesday, July 7, 2021 at 5:00 p.m.
Submitted by:
________________________
Kelly A. Lore, MMC
Clerk of the Board
Page 5 of 5
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1602 Agenda Date:7/7/2021 Agenda Item No:2.
FROM:James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT:
REPLACEMENT PURCHASE OF A COMBINATION SEWER CLEANING VEHICLE
GENERAL MANAGER’S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Purchase Order to Haaker Equipment Company to purchase one new/unused
Combination Sewer Cleaning Truck using Sourcewell Cooperative Contract No. 122017-FSC-
2 for a total amount not to exceed $775,410, including freight and taxes; and
B. Approve a contingency of $23,262 (3%).
BACKGROUND
The Orange County Sanitation District (OC San) owns and operates three combination sewer
cleaning trucks within its fleet. These trucks are the primary means of removing rags and grit from
the collection system while cleaning sewer pipes and pump station wet wells using a combination of
vacuum and water jetting technology. These trucks are also invaluable responding to emergencies
such as sewer spills. OC San services approximately 389 miles of regional pipes and 15 outlying
pump stations. Three trucks are needed to complete the volume of work on an annual basis.
RELEVANT STANDARDS
·Participate in local, state, and national cooperative purchasing programs
·Maintain a proactive asset management program
·Ensure the public’s money is wisely spent
PROBLEM
The truck identified for replacement is 13 years old with 260,600 miles. It is nearing the end of its
useful life and is experiencing increased system breakdowns requiring costly repairs. In addition to
the expenses of the necessary repairs, the length of time the unit is out of service to perform the
repairs limits staff’s ability to perform scheduled sewer cleaning without a rental truck while carrying
out the repairs.
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1602 Agenda Date:7/7/2021 Agenda Item No:2.
PROPOSED SOLUTION
Replace an existing combination sewer cleaning truck that is aging with a new truck to ensure proper
maintenance of the collection system and the ability to respond to sewer spills effectively.The new
unit will be fueled by compressed natural gas (CNG)rather than the existing diesel fueled unit,
moving OC San to a greener fleet.
TIMING CONCERNS
A 3%contingency is recommended in the event of a pricing change between the date of approval
and the date of purchase due to tariffs and uncontrolled market conditions.
RAMIFICATIONS OF NOT TAKING ACTION
The vehicle selected for replacement is becoming unreliable and will continue to deteriorate.Rental
equipment charges during repairs will increase.
ADDITIONAL INFORMATION
OC San has provisions to purchase materials,services,and equipment from cooperative
agreements.As a result,these cooperative agreements produce lower unit prices by aggregating
purchasing volume for many public agencies.OC San will utilize a cooperative agreement through
Sourcewell (formerly National Joint Powers Alliance),Cooperative Contract No.122017-FSC-2,with
Haaker Equipment Company,under Ordinance No.OCSD-56,Section 2.03(B),Cooperative
Purchases.The amount of savings under this cooperative agreement is $55,714 versus a non-
cooperative contract list pricing. These costs are inclusive of freight and sales tax.
OC San is required to reduce or eliminate large diesel engines by the South Coast Air Quality
Management District (SCAQMD).One of the three combination sewer cleaning trucks is a “Green”
fuel (CNG)truck;the two remaining trucks are older diesel fuel trucks.Replacement trucks must be
procured with “Green” fuel (CNG) options to comply with SCAQMD requirements.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District’s Purchasing Ordinance.This
budgeted item is in the FY 2021-22 Budget, Line item: 2, Section 8, Page 98, Fleet Services.
Date of Approval Contract Amount Contingency
07/28/2021 $775,410 $23,262 (3%)
ATTACHMENT
The following attachment(s)may be viewed online at the OC San’s website (www.ocsan.gov)with the complete agenda
package:
N/A
DS:bb:sr:gc
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OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2020-1381 Agenda Date:7/7/2021 Agenda Item No:3.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS, PROJECT NO. FE10-21
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Area 02 Craig Regional Park
Manhole Improvements, Project No. FE10-21;
B. Award a Construction Contract to Deark E&C, Inc. for Area 02 Craig Regional Park Manhole
Improvements, Project No. FE10-21, for a total amount not to exceed $427,400; and
C. Approve a contingency of $42,740 (10%).
BACKGROUND
The Orange County Sanitation District (OC San) owns, operates, and maintains approximately 1.5
miles of 12-inch to 24-inch ductile iron and vitrified clay pipelines that traverse through Craig
Regional Park in the City of Fullerton. There are approximately 17 manholes that OC San collections
staff needs to access to perform regular maintenance. This infrastructure resides within an area
owned by the U.S. Army Corps of Engineers and operated by OC Parks.
RELEVANT STANDARDS
·Protect OC San assets
·Achieve less than 2.1 spills per 100 miles
·Commitment to safety & reducing risk in all operations
·Comply with California Public Contract Code Section 20103.8 by awarding a construction
contract to lowest responsive, responsible bidder
PROBLEM
During wet weather events, the grass pathways to access five of the manhole locations in Craig
Regional Park become saturated and slippery. Maintenance vehicles have become stuck and, in at
least one instance, nearly slid into the adjacent reservoir. The concrete access roads to those
pathways are also narrow and do not allow for easy maneuvering of OC San’s sewer combo cleaningOrange County Sanitation District Printed on 6/30/2021Page 1 of 3
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2020-1381 Agenda Date:7/7/2021 Agenda Item No:3.
pathways are also narrow and do not allow for easy maneuvering of OC San’s sewer combo cleaning
trucks.
PROPOSED SOLUTION
Award a Construction Contract for Area 02 Craig Regional Park Manhole Improvements,Project No.
FE10-21.The work will consist of minor grading,installation of structural grass pavers to stabilize the
access routes for maintenance vehicles,and widening associated concrete access roads at five
manhole locations.This work will reduce the risk of flow blockage and sewage spills by facilitating
routine cleaning and maintenance, particularly during wet periods.
TIMING CONCERNS
Improvements required for adequate access will be delayed and risk for a potential sewage spill will
remain.
RAMIFICATIONS OF NOT TAKING ACTION
Increased risk of flow blockage and sewage spills due to lack of adequate maintenance access.
ADDITIONAL INFORMATION
OC San advertised for bids on March 25,2021,and two sealed bids were received on May 13,2021.
A summary of the bid opening follows:
Engineer’s Estimate $438,800
Bidder Amount of Bid
Deark E&C, Inc.$427,400
Fame Legacy $440,610
The bids were evaluated in accordance with OC San’s policies and procedures.A notice was sent to
all bidders on June 1,2021,informing them of the intent of OC San to recommend award of the
Construction Contract to Deark E&C, Inc.
Staff recommends awarding a Construction Contract to the lowest responsive and responsible
bidder, Deark E&C, Inc., for a total amount not to exceed $427,400.
CEQA
The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California
Code of Regulations Section 15301 because the project involves repairs,replacement,and or minor
alteration of existing facilities involving no expansion of use or capacity.A Notice of Exemption was
filed with the OC Clerk-Recorder on March 14, 2014.
Orange County Sanitation District Printed on 6/30/2021Page 2 of 3
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File #:2020-1381 Agenda Date:7/7/2021 Agenda Item No:3.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance. This item has
been budgeted (Budget Update, Fiscal Year 2021-2022, Appendix A, Page A-8, Support Facilities -
Small Construction Projects Program) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Construction Contract
TW:dm:gc
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C-CA-103020
PART A
CONTRACT AGREEMENT
C-CA-103020
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
CONFORMED C-CA-103020 PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 1 of 26
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FE10-21
AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS
THIS AGREEMENT is made and entered into, to be effective, this July 28, 2021, by and
between Deark E&C, Inc., 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.
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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 the date for submittal 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
CONFORMED C-CA-103020 PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 3 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:
PROJECT NO. FE10-21
AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS
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SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. FE10-21
AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS
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 two hundred ten (210) 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 seven (7) 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
C-CA-103020 CONFORMED PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 6 of 26
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, “Extension of Time 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 Four Hundred Twenty-Seven Thousand Four
Hundred Dollars ($427,400) 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
C-CA-103020 CONFORMED PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 8 of 26
not limited to Sections entitled “Mobilization Payment Requirements” and “Payment
Itemized Breakdown of Contract Lump Sum Prices”), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four (4) week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
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.”
C-CA-103020 CONFORMED PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 10 of 26
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
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.
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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
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
C-CA-103020 CONFORMED PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 12 of 26
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
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
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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
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
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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.
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.
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
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behalf of OCSD in connection with the planning, development and construction of the Project. In
all its insurance coverages (except for Professional Liability/Errors and Omissions coverages, if
applicable) 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.
A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Five Million Dollars ($5,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least per occurrence and
a general aggregate limit of 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
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additional extension or continuation of time to said warranty period that may be
required or authorized by said provisions. If aggregate limits apply separately to
this contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
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.
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.
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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 Two Million Dollars ($2,000,000) for bodily injury,
personal injury and property damage;
Or alternatively, (2) One Million Dollars ($1,000,000) per person for bodily injury, per
accident for bodily injury, and One Million Dollars ($1,000,000) 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 to OCSD.
5. Worker’s Compensation/Employer’s Liability: CONTRACTOR shall provide such
Worker’s Compensation Insurance as required by the Labor Code of the State of
California, including employer’s liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
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6. Errors and Omissions/Professional Liability Insurance: CONTRACTOR shall
maintain in full force and effect, throughout the term of this Contract, standard
industry form professional liability / errors and omissions insurance coverage with
coverage limits of not less than One Million Dollars ($1,000,000) in accordance with
the provisions of this Paragraph. If the policy of insurance is written on a “claims
made” basis, said policy shall be continued in full force and effect at all times during
the term of this Contract, and for a period of five (5) years from the date of the
completion of the Work hereunder.
In the event of termination of said policy during this period, CONTRACTOR shall
obtain continuing insurance coverage for the prior acts or omissions of
CONTRACTOR during the course of performing Work under the terms of this
Contract. Said coverage shall be evidenced by either a new policy evidencing no
gap in coverage or by separate extended “tail” coverage with the present or new
carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said
policy shall be continued in full force and effect during the term of this Contract or
until completion of the Work provided for in this Contract, whichever is later. In the
event of termination of said policy during this period, new coverage shall be obtained
for the required period to insure for the prior acts or omissions of CONTRACTOR
during the course of performing Work under the terms of this Contract.
CONTRACTOR shall provide to the OCSD a certificate of insurance in a form
acceptable to the OCSD indicating the deductible or self-retention amounts and the
expiration date of said policy and shall provide renewal certificates not less than ten
(10) days prior to the expiration of each policy term.
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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:
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
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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.
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s) will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an “A-“, or better, Policyholder’s Rating, and a Financial Rating of at
least Class 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
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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.
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 Iisted in order of preference)
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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
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
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
manner provided in said General Conditions. If termination for default or convenience is
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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.
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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 Contractor Safety Standards.
[THIS SECTION INTENTIONALLY LEFT BLANK]
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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: Deark E&C, Inc.
1830 West 147th Street Gardena, CA 90249
Copy to: Dong K. Jin, President Deark E&C, Inc. 1830 West 147th Street Gardena, CA 90249
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Deark E&C, Inc.
1830 West 147th Street
Gardena, CA 90249
By______________________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 1059536 (Expiration Date – 10/31/2021)
OCSD: Orange County Sanitation District
By______________________________
John B. Withers Board Chairman
By______________________________ Kelly A. Lore
Clerk of the Board
By______________________________ Ruth Zintzun
Purchasing & Contracts Manager
C-EXA-080414
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
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EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 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.
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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.
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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.
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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
CONFORMED C-EXA-080414 PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 5 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.
C-EXA-080414 CONFORMED PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 6 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.
CONFORMED C-EXA-080414 PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 7 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
C-EXA-080414 CONFORMED PROJECT NO. FE10-21 AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Deark E&C, Inc.)
BF-14 Schedule of Prices, Pages 1-2
Bid Submitted By: _ ...... 17e....-a-: .... r ...... k----=b"--"-J2__. _c..._,,,_.li ......... J~C. ___ _
(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
RESPONSIVE AND 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-042720
PROJECT NO. FE10-21
AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS
Page 1 of 2
Bid Submitted By: Qeo-,)1: f;:-£_ C < :Ji-1c....
(Name of Firm)
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item Description Unit of Approx Unit Price Extended Price No. Measurement Qty
1. Mobilization: Mobilization in conformance with the Contract Documents for Lump Sum = $25,000 the lump sum price of ...
2. All Other Work: Furnish all labor, equipment and materials to provide all
other work except for work specified under Bid Items 1 and 3 required to Lump Sum = $ 38/// L/00 perform the Work as specified in the Contract Documents for the lump sum
price of ...
3. Demobilization: Furnish all labor, equipment and materials to provide all
demobilization activities performed by the CONTRACTOR including, but not
limited to, moving out , submittal and acceptance of As-Built Drawings, and Lump Sum = $15 ,000 final cleanup and restoration of the staging area to its original condition
upon Final Completion, in conformance with the Contract Documents for
the lump sum price of ...
TOTAL AMOUNT OF BID (BASIS OF AWARD) $ 1--?1< J/00
BF-1 4 SCHEDULE OF PRICES
Page 2 of 2
C-BF-042720
PROJECT NO. FE10-21
AREA 02 CRAIG REGIONAL PARK MANHOLE IMPROVEMENTS
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1644 Agenda Date:7/7/2021 Agenda Item No:4.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
OUTFALL LOW FLOW PUMP STATION, CONTRACT NO. J-117B
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Purchase Order to ePlus Technology Inc. for Specification No. E-2021-1253BD for IT
Server Hardware for Outfall Low Flow Pump Station, Contract No. J-117B, for a total amount of
$793,882.96, plus applicable sales tax and freight.
BACKGROUND
Outfall Low Flow Pump Station, Contract No. J-117B, is installing an Industrial Control System (ICS)
network at Plant No. 2, similar to one already installed at Plant No.1. All control system controllers,
servers, and Human Machine Interfaces (HMIs) will be connected to this network, allowing Orange
County Sanitation District (OC San) to abandon legacy networks and remove the HMIs from the
office network as recommended by a Department of Homeland Security (DHS) audit.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8: Award contract to the lowest
responsive, responsible bidder
·Ensure the public’s money is wisely spent
·24/7/365 treatment plant reliability
PROBLEM
New servers are required to support the new ICS network and migration of functions from the existing
combined network. Although the construction contractor is scoped to perform the installation work,
OC San procures computers and server equipment separately closer to the time of installation to
avoid obsolescence.
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1644 Agenda Date:7/7/2021 Agenda Item No:4.
PROPOSED SOLUTION
Approve a Purchase Order to provide the required server equipment.This purchase order includes
four standalone servers,two server clusters comprised of four servers each,licenses,rail kits,and
support.
TIMING CONCERNS
The construction contractor will need the servers,fully configured by OC San staff,in time for
commissioning the network in early 2022.At present,delivery times for computer equipment are
uncertain,but are expected to be much longer than usual.If the equipment is not delivered in time,
network commissioning could be delayed,which could impact completion of the rest of the
construction contract.
RAMIFICATIONS OF NOT TAKING ACTION
Without purchase of the servers,OC San would not be able to complete the new ICS.Process
controls systems will be less secure and more prone to security breaches and will not comply with
DHS recommendations and practices.
ADDITIONAL INFORMATION
OC San advertised for bids on May 21,2021,and two sealed bids were received on June 22,2021.
The estimated bill of material was $900,000. A summary of the bids follows:
Bidder Amount of Bid
ePlus Technology Inc.$ 793,882.96
Nth Generation Computing, Inc.$ 1,586,712.00
The bids were evaluated in accordance with OC San policies and procedures.A notice was sent to
all the bidders on June 28,2021,informing them of the intent of OC San to recommend approval of a
purchase order to ePlus Technology Inc.
Staff recommends approving a purchase order to the lowest responsive and responsible bidder,
ePlus Technology Inc.,for purchase of Server Hardware (J-117B),Specification No.E-2021-1253BD,
for a total amount of $793,882.96, plus applicable sales tax and freight.
CEQA
The project is included in the Ocean Outfall System Rehabilitation/Outfall Low Flow Pump Station
(Project No.J-117B)Mitigated Negative Declaration (MND)State Clearinghouse Number
2017071012.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-8,Ocean Outfall
System Rehab, Project No. J-117) and the budget is sufficient for the recommended action.
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File #:2021-1644 Agenda Date:7/7/2021 Agenda Item No:4.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
VP:gc
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OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1686 Agenda Date:7/7/2021 Agenda Item No:5.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
SPRINGDALE RELIEF CONCRETE ENCASEMENT EXTENSION AT WINTERSBURG CHANNEL,
PROJECT NO. FRC-0012
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a sole source with J. F. Shea Construction, Inc. for $167,694 for Springdale Relief
Concrete Encasement Extension at Wintersburg Channel, Project No. FRC-0012;
B. Authorize the General Manager to award the Construction Contract to J. F. Shea Construction,
Inc. for $167,694 for Springdale Relief Concrete Encasement Extension at Wintersburg
Channel, Project No. FRC-0012; and
C. Approve a contingency of $30,185 (18%).
BACKGROUND
The County of Orange (County) has awarded a design-build Contract ($85 million) to J.F. Shea
Construction, Inc. (JF Shea) to make improvements to the East Garden Grove Wintersburg Storm
Drain Channel located in the City of Huntington Beach. The improvements involve channel widening
efforts that will allow it to convey 100-year storm events. The Orange County Sanitation District (OC
San) owns a sewer that crosses the channel along Springdale Avenue. This sewer needs to be
protected in place and requires certain mitigations (Protective Mitigations) to be performed so it will
not be damaged during and after the County’s construction activities. Specifically, this mitigation is a
reinforced concrete sewer encasement. The County has requested that OC San contract directly
with JF Shea to perform these Protective Mitigations.
RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Maintain collaborative and cooperative relationships with regulators, stakeholders, and
neighboring communities
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1686 Agenda Date:7/7/2021 Agenda Item No:5.
PROBLEM
The subject sewer has been installed by permit within the County-owned flood control right-of-way.
Due to the permit conditions,the County is not obligated to protect the sewer in place using their
funds.Due to the permitting and de-watering requirements,OC San cannot perform these Protective
Mitigations and not delay the County’s Project.
PROPOSED SOLUTION
Contract directly with JF Shea so they can perform the Protective Mitigations at the same time as the
channel improvement work.
TIMING CONCERNS
The County is beginning construction in June 2021 and is scheduled to perform the channel
improvements at the Springdale Avenue area in August 2021.
RAMIFICATIONS OF NOT TAKING ACTION
The subject OC San sewer may become damaged during or after construction.If OC San performs
these improvements after construction, the overall costs to perform the work will be higher.
ADDITIONAL INFORMATION
Due to the fast-moving pace of a design-build contract,the County has indicated there would not be
enough time to enter into a cooperative reimbursement agreement and therefore has requested that
OC San contract directly with JF Shea.
By using the County’s Contractor (JF Shea)to perform the Protective Mitigations simultaneously,it is
estimated that OC San will save approximately one million dollars in groundwater dewatering and
coffer dam installation costs.This will also reduce the risk of the sewer being damaged during
construction and where a spill would go directly into the channel.
OC San negotiated the amount with the Contractor and believe the amount to be fair and reasonable
for the work required.The requested contingency reflects the unknown nature of the conditions
below the channel and the potential associated risks that cannot be mitigated in advance of the work.
JF Shea is scheduled to start this work in early to mid-August 2021.By authorizing the General
Manager to award the Contract,this will allow the work to proceed without impacting the County’s
drainage improvement project.
CEQA
CEQA compliance will fall under the County’s Project since the Protective Mitigations will be
performed at the same time and area as their work.
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File #:2021-1686 Agenda Date:7/7/2021 Agenda Item No:5.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the OC San’s Purchasing Ordinance.This
recommendation would be funded under the Repairs and Maintenance line item for the Operations
and Maintenance Department (Budget Update Fiscal Years FY 2021-2022 Budget,Page 45),and the
available funding is sufficient for this action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
AN:sa:gc
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OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1707 Agenda Date:7/7/2021 Agenda Item No:6.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY, PROJECT NO. PS20-02
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Woodard and Curran, Inc. to provide
engineering services for the Collection System Flow Level Monitoring Study, Project No. PS20
-02, for an amount not to exceed $616,562; and
B. Approve a contingency of $61,656 (10%).
BACKGROUND
The Orange County Sanitation District’s (OC San) sewer collection system hydraulic model was first
developed in 2006 as part of the Strategic Plan Update. The goal was to identify potential capacity
deficiencies within OC San’s sewer collection system and establish future capital improvement
projects to address these deficiencies. Subsequently, the Collections Capacity Evaluation Study was
completed in 2019 to update the hydraulic model and identify new capital improvement projects.
RELEVANT STANDARDS
·Maintain and adhere to appropriate internal planning documents (Facilities Master Plan)
·Protect OC San assets
PROBLEM
The 2019 Collections Capacity Evaluation Study identified locations within OC San’s sewer collection
system that may have capacity deficiencies during a peak wet weather event. To address these
deficiencies, the study identified the need for capital improvement projects in these areas to increase
the capacity of OC San’s sewer. Since the results are based on projections of flows generated by a
hydraulic model, and the model relies on field data and engineering assumptions, the results could
be overly conservative or not conservative enough based on the quality and quantity of field data.
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1707 Agenda Date:7/7/2021 Agenda Item No:6.
PROPOSED SOLUTION
Install flow meters at strategic locations within OC San’s sewer collection system to collect additional
data during the entirety of a wet weather season (November to April).Data will be collected for up to
three wet weather seasons,or until a significant rain event is observed,whichever comes first.This
data will then be analyzed and used to confirm and revise the future wet weather event scenarios
predicted by the current sewer collection system hydraulic model.
TIMING CONCERNS
A wet weather season is from November 1 to April 30.In order to start collecting data from the
beginning of the wet weather season,the Consultant will need time to plan and install the flow
monitors before November.
RAMIFICATIONS OF NOT TAKING ACTION
Additional data will not be collected and analyzed to help confirm the need for planned OC San
capital improvement projects and capital funds may be spent in unnecessary areas where there will
also be tremendous impacts to the public and street traffic.
ADDITIONAL INFORMATION
Consultant Selection:
OC San requested and advertised for proposals for Collection System Flow Level Monitoring Study,
Project No.PS20-02,on April 8,2021,and April 15,2021.The following evaluation criterion were
described in the Request for Proposals (RFP) and used to determine the most qualified Consultant.
CRITERION WEIGHT
Project Understanding and Approach 25%
Related Project Experience 35%
Project Team and Staff Qualifications 40%
Three proposals were received on May 11,2021 and evaluated in accordance with the evaluation
process set forth in OC San’s Purchasing Ordinance by a pre-selected Evaluation Team consisting of
one Engineering Supervisor and one Maintenance Supervisor.The Evaluation Team also included
one non-voting representative from the Contracts Administration Division.
The Evaluation Team scored the proposals on the established criterion as summarized in the table
below:
Firm Approach (Max 25)Related
Experience
(Max 35)
Team (Max
40)
Total Score
(Max 100)
1 Infrastructure Engineering
Corporation
13 19 26 58
2 Utility Systems Science
and Software, Inc
6 18 22 46
3 Woodard and Curran, Inc.23 30 34 87Orange County Sanitation District Printed on 6/29/2021Page 2 of 4
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File #:2021-1707 Agenda Date:7/7/2021 Agenda Item No:6.
Firm Approach (Max 25)Related
Experience
(Max 35)
Team (Max
40)
Total Score
(Max 100)
1 Infrastructure Engineering
Corporation
13 19 26 58
2 Utility Systems Science
and Software, Inc
6 18 22 46
3 Woodard and Curran, Inc.23 30 34 87
Based on the evaluation results, there was a clear natural break in the scores between the highest-
scoring proposer and the other proposers. Therefore, the Evaluation Team did not deem it necessary
to conduct interviews. Based on the scoring shown above, Woodard and Curran, Inc. was selected
as the most qualified Consultant.
Woodard and Curran, Inc. demonstrated understanding of the scope of work and provided a clear
approach to deliver this Project. They demonstrated an understanding of how to use the InfoWorks
hydraulic modeling software and offered several scope improvement ideas that can possibly benefit
the Project. They offered a qualified team that had prior experience with flow monitoring and
modeling and added a subconsultant with extensive experience.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing
Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the
Director of Engineering of the Evaluation Committee’s recommendation.
Staff conducted negotiations with Woodard and Curran, Inc. to clarify the requirements of the Scope
of Work, the assumptions used for the estimated level of effort, and the proposed approach to meet
the goals and objectives for the project.
Original Fee
Proposal
Negotiated Fee
Total Hours 1,376 1,314
Total Fee $692,477 $616,562
The negotiated fee decreased the overall level of effort for the project primarily due to the following
factors:
·The level of year-round flow-data-quality that was proposed by the Flow Monitoring
Subconsultant was excessive and the level of effort was reduced. This reduction is not
reflected in the labor hours, only in the costs. Flow monitoring costs are priced on a unit basis
so labor hours are not applicable.
·Woodard & Curran, Inc. reduced staff hours due to overlap of effort between senior level and
support Staff.
·Woodard & Curran, Inc. had included hours for further Capital Improvement Project
development, which were not part of the Scope of Work. These hours were removed after
clarification.
The Consultant’s fringe and overhead costs, which factor into the billing rate, have been
substantiated. The contract profit is 10%, which is based on an established formula based on OC
San’s standard professional services agreements.
Based on the above, staff has determined that the final negotiated fee is fair for the level of effortOrange County Sanitation District Printed on 6/29/2021Page 3 of 4
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I I
File #:2021-1707 Agenda Date:7/7/2021 Agenda Item No:6.
Based on the above,staff has determined that the final negotiated fee is fair for the level of effort
required for this project and recommends award of the Professional Services Agreement to Woodard
and Curran, Inc.
CEQA
The project is exempt from CEQA under the statutory exemptions set forth in CEQA Guidelines
Section 15262.A Notice of Exemption will be filed with the OC Clerk-Recorder after the OC San’s
Board of Directors approval of the Professional Services Agreement.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page 9,Planning Studies
Program, M-Studies) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Professional Services Agreement
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PSA PROJECT NO. PS20-02
Revised 101620 COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY
Page 1 of 18
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 28th day of July, 2021, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "OC SAN", and WOODARD & CURRAN, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH:
WHEREAS, OC SAN desires to engage a consultant for Collection System Flow Level Monitoring Study, Project No. PS20-02, to provide professional services to perform a study to monitor the flows in OC SAN’s collection system; and,
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and,
WHEREAS, OC SAN has adopted procedures for the selection of professional services and has
proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and,
WHEREAS, at its regular meeting on July 28, 2021 the Board of Directors, by Minute Order,
accepted the recommendation of the Operations Committee to approve this AGREEMENT between OC SAN and CONSULTANT.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or
its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the industry based and customary standards of engineering practice for clarity, uniformity, and
completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from OC SAN. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline
or addressed, in writing, as to why the comment(s) has/have not been
PSA PROJECT NO. PS20-02
Revised 101620 COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY
Page 2 of 18
incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions.
D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the OC SAN CAD Manual. Conversion of CADD work from any other non-standard CADD format to the OC SAN format shall not be
acceptable in lieu of this requirement. Electronic files shall conform to the OC SAN specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of OC SAN. Electronic files shall be subject to an acceptance period of thirty (30) calendar days during which OC SAN shall perform appropriate reviews and including CAD
Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or
composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of
OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Six Hundred Sixteen
Thousand, Five Hundred Sixty-two Dollars ($616,562). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum
set forth in Attachment “E” - Fee Proposal.
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B. Labor As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of OC SAN,
CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee Proposal.
D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting
services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by
a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount
specified in Attachment “E” - Fee Proposal.
F. Direct Costs
OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
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G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified.
Refer to attachment “D” Allowable Direct Costs for payment information.
H. Reimbursable Direct Costs
OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an “accountable plan” as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based
upon receipts and/or “per diem” as deemed the most practical. CONSULTANT shall be responsible for returning to OC SAN any excess
reimbursements after the reimbursement has been paid by OC SAN. Travel and travel arrangements – Any travel involving airfare, overnight stays or
multiple day attendance must be approved by OC SAN in advance. Local Travel is considered travel by the CONSULTANT within the OC SAN geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the
amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of OC SAN.
Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this AGREEMENT.
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I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify OC SAN immediately, and in writing.
This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall
be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN
that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT.
3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall warrant and certify the accuracy of these costs and provide
all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work
performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by OC SAN. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, 3) future activities, 4) previous billing period “total invoiced to date”, 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount.
If OC SAN determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of:
i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or
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ii. The percentage of the work accomplished for each project element,
OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this AGREEMENT for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, OC SAN shall have the right to withhold any scheduled proportionate
profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by OC SAN,
CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this AGREEMENT other than such
claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time
after discovery of the false claim.
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5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the Professional Services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to,
studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed provided that any use or reuse other than the purpose as detailed in this Agreement are taken at the sole risk of OC SAN. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s Professional Services are
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terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General
i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Worker’s Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT.
B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate unless aggregate applies separately to this project (via use of ISO CG 25 03 or 25 04), then aggregate limit = Two Million Dollars $2,000,000 (i,e,; ½ the general aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this
AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractor’s liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by
OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance.
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C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a
comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone and cyber liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
F. Worker’s Compensation Insurance The CONSULTANT shall provide such Workers’ Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer’s Liability Insurance with a minimum limit of
One Million Dollars ($1,000,000) per occurrence. Such Worker’s Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Proof of Coverage
The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage
required, at any time. The following are approved forms that must be submitted as proof of coverage:
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• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance
(General Liability)
(ISO Form) CG2010 11 85 or The combination of (ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Auto Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days’ prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days’ written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to OC SAN except for nonpayment of premium, which shall
require not less than ten (10) days written notice to OC SAN. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT shall send to OC SAN a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by OC SAN not less than thirty (30) days prior to the
effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to OC SAN. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured
All liability policies shall contain a “Separation of Insureds” clause.
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K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce
or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration
and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work.
O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above,
then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT.
9. SCOPE CHANGES
In the event of a change in the Scope of Work or a change in the proposed Project, as requested by OC SAN, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this AGREEMENT by
CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT
and each Subconsultant, broken down as indicated in Section 2- COMPENSATION.
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There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance
of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS.
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under
this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff
performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and
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termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator
Copy: Daniel Lee, Project Manager CONSULTANT: WOODARD & CURRAN, INC. Gisa Ju, P.E., Senior Technical Practice Leader 24422 Avenida de la Carlota, Suite 180 Laguna Hills, CA 92653 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination,
CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by OC SAN.
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17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or
national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment. B. Air Pollution
CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar
organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all
such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents
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(collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this AGREEMENT. Under no circumstances shall the insurance requirements and limits set forth in this AGREEMENT be construed to limit
CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this AGREEMENT are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PROJECT NO. PS20-02
Revised 101620 COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY
Page 16 of 18
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the
Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all Work authorized under the AGREEMENT is fully complete and that OC SAN requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, OC SAN shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the AGREEMENT and will either:
i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those
provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT’s request for final AGREEMENT Acceptance.
PSA PROJECT NO. PS20-02
Revised 101620 COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY
Page 17 of 18
26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PROJECT NO. PS20-02
Revised 101620 COLLECTION SYSTEM FLOW LEVEL MONITORING STUDY
Page 18 of 18
IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of OC SAN, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. WOODARD & CURRAN, INC. By __________________________________________________ Date
__________________________________________________ Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ John B. Withers Date
Board Chairman
By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Ruth Zintzun Date Purchasing & Contracts Manager
Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Used Attachment “C” – Not Used
Attachment “D” – Allowable Direct Costs Attachment “E” – Fee Proposal Form Attachment “F” – Not Used
Attachment “G” – Cost Matrix and Summary Attachment “H” – Not Used Attachment “I” – Not Used Attachment “J” – Not Used Attachment “K” – Contractor Safety Standards CMM
ATTACHMENT “A”
SCOPE OF WORK
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ATTACHMENT "A"
SCOPE OF WORK
Collection System Flow Level Monitoring Study
PS20-02
TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................................... 2
II. BACKGROUND, GENERAL PROJECT DESCRIPTION, AND OBJECTIVES ....................... 2
BACKGROUND ........................................................................................................................... 2
GENERAL PROJECT DESCRIPTION .................................................................................... 2
III. PROJECT SCHEDULE ...................................................................................................................... 2
IV. PROJECT EXECUTION ................................................................................................................... 3
Task 1 – Data Collection .............................................................................................................. 3
Task 1.1 – Equipment Selection, Installation, Maintenance, and Removal ...................... 4
Task 1.2 – Rainfall Data .................................................................................................... 5
Task 2 – Data Analysis and Reporting ....................................................................................... 6
Task 2.1 Data Analysis and Modeling .............................................................................. 6
Task 2.2 Final Report ........................................................................................................ 7
Task 3 - Project Management ..................................................................................................... 7
Task 3.1 Project Management Progress Meetings ............................................................ 7
Task 3.2 Project Schedule ................................................................................................. 7
Task 3.3 Progress Reports ................................................................................................. 8
Task 3.4 Project Invoices .................................................................................................. 8
Task 4 – Meetings and Workshops ............................................................................................. 9
Task 5 - Quality Control .............................................................................................................. 9
V. GENERAL REQUIREMENTS ........................................................................................................ 10
GENERAL .................................................................................................................................. 10
VI. STAFF ASSISTANCE ...................................................................................................................... 10
EXHIBITS: .............................................................................................................................................. 10
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I. SUMMARY
Provide services for the preparation of the Orange County Sanitation District (OC San)
Collection System Flow Level Monitoring Study and supporting documentation described
herein.
The purpose of the Collections Level Monitoring Study is to verify the results of the latest OC
San collection system hydraulic model by monitoring the level at critical locations within the
collections system to verify and prioritize future capacity-driven collection system capital
projects.
II. BACKGROUND, GENERAL PROJECT DESCRIPTION, AND
OBJECTIVES
BACKGROUND
OC San is a public agency that provides wastewater collection, treatment, and disposal
services for approximately 2.6 million people in central and northwest Orange County. OC San
is a special district that is governed by a Board of Directors consisting of 25 board members
appointed from 20 cities, two sanitary districts, two water districts, and one representative from
the Orange County Board of Supervisors. OC San has two operating facilities that treat
wastewater from residential, commercial, and industrial sources.
OC San’s current hydraulic model was first developed in 2006 as part of the Strategic Plan
Update (SPU; J-101). The goal of the SPU was to identify potential capacity deficiencies within
OC San’s wastewater conveyance system for future capital planning efforts and to meet newly
established regulatory requirements. Subsequently, the Collections Capacity Evaluation Study
(PS15-08) was completed in 2019 to revise and further develop the hydraulic model and to
prioritize future capacity driven collection system capital projects.
GENERAL PROJECT DESCRIPTION
CONSULTANT will install flow monitors and collect flow data at eleven (11) critical locations
within OC San’s collection system (pre-determined by OC San) during the next three wet
weather seasons (November 2021 to April 2024). CONSULTANT will also collect rainfall data
from publicly-available databases and analyze the return period of any rainfall events during
these wet weather seasons and validate the results of the hydraulic model.
III. PROJECT SCHEDULE
Table 1 lists the time frames associated with each major project deliverable and with OC San’s
review and approval of those deliverables. CONSULTANT shall comply with the deadlines
indicated in that table.
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Table 1 – Project Milestones and Deadlines
MILESTONE DEADLINE
Kickoff Meeting The kickoff meeting will be scheduled to
coincide with the Project Notice to
Proceed (NTP).
Install flow meters November 1, 2021
Submit draft Technical Memorandum 1 (TM1)
for wet weather season (Nov 2021 – Apr 2022)
July 1, 2022
OC SAN Review
of draft TM 1
20 workdays from receipt of draft TM1
Submit Final Technical Memorandum 1 15 workdays from receipt of OC San
comments on draft TM1
Submit draft Technical Memorandum 2 (TM2)
for wet weather season (Nov 2022 – Apr 2023)
July 1, 2023 or November 1, 2023
depending on whether the Task 2
modeling work is triggered in Year 2.
OC SAN Review
of draft TM 2
20 workdays from receipt of draft TM2
Submit Final Technical Memordandum 2 15 workdays from receipt of OC San
comments on draft TM2
Submit draft Technical Memorandum 3 (TM3)
for wet weather season (Nov 2023 – Apr 2024)
November 1, 2024
OC SAN Review
of draft TM 3
20 workdays from receipt of Draft TM 3
Submit Final Technical Memorandum 3 15 workdays from receipt of OC San
comments on draft TM3
Submit Final Report 30 workdays from the last Final
Technical Memordandum submittal
OC San will consider an alternative CONSULTANT-proposed schedule provided it is consistent
with OC San resources and schedule constraints and adds value to OC San.
IV. PROJECT EXECUTION
TASK 1 – DATA COLLECTION
The purpose of this task is to collect the data necessary to accurately characterize storm
characteristics, verify the existing collection system model to present wet weather flow
patterns, and better enumerate the amount of inflow and infiltration introduced into the regional
sewer system from defined basin areas.
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TASK 1.1 – EQUIPMENT SELECTION, INSTALLATION, MAINTENANCE, AND
REMOVAL
The objective of this task is to complete flow monitor installation by November 1, 2021 and to
collect data for one wet weather season up to a span of three (3) wet weather seasons
(November 1, 2021 – April 30, 2024); however, if an adequate storm event is captured prior to
the end of the intended flow monitoring period, the monitors may be removed from service. For
example, if a significant rainfall event is observed in the first wet weather season (November
2021 - April 2022), monitoring will not be necessary for the subsequent two wet weather
seasons. The CONSULTANT shall coordinate the installation and removal of all equipment
with OC San, local agencies, and other necessary entities. Within the separate fee
attachment, the CONSULTANT shall present flow monitoring activity tasks to a level of detail
so a credit can be determined in the case they are removed early.
Along with depth and velocity, the flow monitoring equipment shall also measure the surcharge
depths and sewer spills conditions if they are present or persist for any duration of time.
Physical measurements of the inside diameter of the pipe and channel should be attempted if it
can be accomplished without entering the manhole.
The CONSULTANT shall be responsible for providing traffic control plans and traffic control
related services in accordance with local regulations, work hours, and day restrictions. The
CONSULTANT shall apply for all traffic control permits, encroachment permits, and pay all fees
for said permits. Any required traffic control plans shall be prepared by the CONSULTANT (or
subcontractor) and submitted to the appropriate authority for review and approval. The
CONSULTANT is responsible to pay for the traffic control service and any traffic control plans
that may be required. The CONSULTANT will be directly reimbursed for fees and shall
estimate them as a direct cost. The CONSULTANT shall not expect any assistance from OC
San for any traffic control or manhole access support.
The CONSULTANT shall submit an equipment installation, maintenance, and removal
schedule to OC San staff for review and approval prior to beginning the work. Any changes to
the schedule should be reviewed by all impacted parties prior to final approval.
The CONSULTANT shall provide maintenance services for all installed monitoring equipment
and appurtenances for the duration of the monitoring period. CONSULTANT shall guarantee
90 percent uptime of all equipment by providing regular maintenance and replacement of parts
and sensors as necessary. The CONSULTANT shall also provide all necessary operations
and administrative services for the monitoring network for the duration of the monitoring period.
Administrative and operation services shall include but not be limited to the following:
1) Equipment inspection (including repair and/or replacement)
2) Monitoring equipment statuses
3) Response to equipment event notifications
4) Response due to equipment malfunction
5) Respond to OC San Maintenance requests in or around the monitoring equipment
(assume 8 response trips)
6) Repair of assets disturbed by meters and equipment in accordance with OC San
standards
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Regular maintenance services shall consist of scheduled preventative maintenance,
calibration, and repair services, including all parts and labor required to keep the hardware,
software and system performance in compliance with manufacturer’s specifications.
Repairs to damaged meter equipment or related hardware made necessary by the following
factors are expressly excluded from the scope of this contract:
Work (construction, road or sewer maintenance, etc.) performed by those other than the
CONSULTANT;
Replacement of corroded sensors due to repeated misuse of the sewer system
(unusually high H2S or introduction of unusually corrosive agents into the system);
Acts of vandalism;
Acts of God
The CONSULTANT shall validate preliminary data and verify equipment installation and correct
operation. All calibrations, installations, maintenance services, and removals of equipment will
be performed by the CONSULTANT. Daily remote internet access to data is required for the
duration of the data collection period. If the data indicates a potential problem, the
CONSULTANT shall immediately dispatch personnel to visually inspect the monitoring device
and remedy the situation.
Upon completion of the flow monitoring timeframe, the CONSULTANT will completely remove
all equipment and ensure that the asset (manhole or manhole liner) is not damaged by the
installation or removal of the flow monitoring equipment. If the asset is damaged the
CONSULTANT shall immediately notify OC San’s project manager. The CONSULTANT shall
repair the asset to OC San standards. OC San personnel will determine if the repair has been
completed to OC San standards.
All damage caused by the installation of the flow monitoring equipment shall be repaired by the
CONSULTANT. PVC t-lock liner repairs shall be made using personnel that have proper
certifications to do so. Repairs to coatings shall be made per manufacture’s recommendations.
Minor concrete patches shall be sealed with a polyurethane sealant. For all repairs, where
there is not an OC San Inspector present, before and after pictures shall be taken and
submitted to OC San.
Deliverables:
Flow monitor installation, maintenance, and removal schedule
Flow monitor equipment description and specifications
Flow Monitoring Data (included as an appendix in the Technical Memorandum
described in Task 2.1)
TASK 1.2 – RAINFALL DATA
The purpose of acquiring rainfall data is to accurately estimate the spatial distribution of rainfall.
Rainfall estimates that provide complete coverage of OC San’s service boundary for the
duration of the flow monitoring period shall be acquired by the CONSULTANT through publicly-
available databases. Preferred data resolution is approximately 1.5 square miles.
CONSULTANT shall analyze the collected rainfall data and determine the storm return period
and produce a Rain Event Analysis.
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CONSULTANT shall confer with OC San and recommend if the rainfall data and event that was
observed during the respective wet weather season warrants further effort. If it is agreed to
proceed, the CONSULTANT shall perform hydraulic model simulations described in Task 2.1. If
further efforts are deemed not necessary, the analysis shall be reserved for future efforts.
CONSULTANT shall assume that one wet weather season will not produce a signicant
response within the sewer section and hydraulic modeling (Task 2.1) will not be necessary.
Deliverables:
Map of rain gauge locations and corresponding identifier
Pertinent information about the rain gauges (identifier, type, etc.)
Rain Event Analysis and observed impacts on the sewer system (describe all
assumptions and data adjustments) included as an appendix in the Technical
Memorandum described in Task 2.1
TASK 2 – DATA ANALYSIS AND REPORTING
TASK 2.1 DATA ANALYSIS AND MODELING
After the conclusion of a wet weather season on April 30, the CONSULTANT shall compile and
analyze data in Task 1; calculate comparative statistics; prepare and provide a program
summary report of the respective wet season; perform a model simulation with OC San’s
hydraulic modeling software at each of the locations when directed by OC San during Task 1.2;
and compare and verify the empirical results with OC San’s existing model results for each
location. CONSULTANT shall purchase gauge adjusted radar rainfall (GARR) data covering
the storm event(s) to be used to perform the model simulations. The GARR data will cover up
to one month of data and shall only be purchased once to complete the modeling work. The
technical memorandum shall contain but not be limited to the following for each monitoring site:
Storm return interval
General comparative statistics
Percentage of monitor up-time
Surcharge depths and length of time
Spill volume estimate
Comparison to OC San’s modeling results
When directed by OC San, perform model simulation with observed rainfall event data
for each location
Validate and provide recommendations at each monitoring site.
o There is a planned Capital Project at each site based on the existing hydraulic
model, 10-year wet weather event. Does the observed data and model
simulations support the need for the Capital Project?
o OC San Staff will provide criteria that determines the need for a Capital Project
(i.e. depth from spilling). The CONSULTANT shall plan to conduct modeling and
data analysis that will work within the criteria.
The modeling work to compare and verify the empirical results with OC San’s existing model
results at each flow monitoring location shall only be done for one wet weather flow monitoring
season as directed by OC San during Task 1.2.
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Deliverables:
Technical Memorandums
TASK 2.2 FINAL REPORT
After OC San’s review of a Technical Memorandum, OC San will determine whether or not an
adequate rain event was observed during the respective wet weather season. Once OC San
provides the determination, the CONSULTANT shall compile the Technical Memorandums
complete with appendices, and provide a Final Report. The report shall contain but not be
limited to the following:
Executive Summary
Notable events and results of the entire timeline of the project
Verification of OC San’s model results
Recommendations of prioritization of capital projects
Deliverables:
Final Study Report
TASK 3 - PROJECT MANAGEMENT
CONSULTANT shall be responsible for managing CONSULTANT’s project execution,
schedule, budget, subconsultants, and coordination with other projects. The CONSULTANT
shall be responsible for managing all subconsultants, including the assignment of scope,
management of deliverables and schedules, reporting of progress, invoicing, and quality
control.
TASK 3.1 PROJECT MANAGEMENT PROGRESS MEETINGS
CONSULTANT shall prepare an agenda and conduct monthly project management meetings
with OC San’s Project Manager and the CONSULTANT’s Project Manager. The purpose of
the meetings will be to review CONSULTANT’s overall project progress and monthly Progress
Report. Other meetings shall be scheduled on an as-needed basis.
TASK 3.2 PROJECT SCHEDULE
CONSULTANT shall create a detailed project schedule. The schedule shall include milestones
for all dates listed in Section III – Project Schedule. Schedule updates shall be submitted with
the monthly Progress Report.
At a minimum, the schedule shall indicate the following:
Projected start date and finish date for each activity
Each project task and subtask in the WBS with predecessors and successors
Major meetings and workshops
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Physical percent complete for each activity in the WBS and percent complete by Phase
TASK 3.3 PROGRESS REPORTS
CONSULTANT shall submit monthly progress reports at the same time as monthly invoices
that include the following contents:
Work activities completed to date, in the current reporting period, and projected for the
coming month.
A brief description of outstanding issues and their potential for impact on scope,
schedule (design and construction), budget (design and construction) and quality.
Potential changes in the project scope or design scope.
Budget status including estimates of actual costs to date, costs to complete, and costs
at completion.
Schedule status with a description of any variances between scheduled and forecasted
milestone dates.
A discussion of corrective actions to be taken to avoid or mitigate cases where the
project schedule is expected to be delayed.
TASK 3.4 PROJECT INVOICES
The invoices shall document the man-hours and billing rate for each person that works on the
project, except costs for flow monitoring will be billed on a unit price basis as provided in the
cost estimate. Overhead, profit and any direct costs shall also be shown for each task. As part
of the summary section of the invoice, CONSULTANT shall also include the following
information:
Budget
Current billing period invoicing
Previous billing period “total invoiced to date”
Budget Amount Remaining
Current billing period “total percent invoiced to date”
Approval of an invoice by OC SAN requires a Progress Report for the period covered by the
invoice. Payment of an invoice will be delayed until the Progress Report is submitted.
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TASK 4 – MEETINGS AND WORKSHOPS
CONSULTANT shall hold meetings and workshops throughout the project to keep OC San
apprised of the job, review work-in-progress, share information, discuss project submittals,
present findings of technical analyses, receive and resolve comments, and obtain decisions
and direction by OC San staff. This task defines the major meetings and workshops to be held
by the CONSULTANT.
CONSULTANT shall assume the following meetings will be required during PDR Production.
Task Number of Meetings/ Workshops Proposed Topics
N/A One 1-hr Project Kickoff Introduce project team, present
project approach plan including
deliverables
1 One 1-hr meetings (each wet
weather season)
Present and Review Data
Collection
2 One 1.5-hr meetings (per wet
weather season)
One 1-hr meeting
Present and Review Draft
Technical Memorandum
Receiving OC San comments
Present Final Technical
Memorandum
Present Final Study Report
Receiving OC San comments
CONSULTANT shall transmit the minutes to the OC San Project Manager within 3 business
days of the meeting in MS Word format using OC San’s template, or an approved substitution.
A copy of all comments on project issues obtained by CONSULTANT from OC San staff
without direct OC San Engineering Project Manager’s involvement shall be submitted for the
Project Manager’s approval within three business days of receipt.
TASK 5 - QUALITY CONTROL
CONSULTANT shall be responsible for the technical adequacy and quality control of his work.
Prior to the submittal to OC San, each portion of a submittal shall be thoroughly reviewed and
corrected by a member of the CONSULTANT’s QC Team. The reviewer shall attest to their
review in the form of a written affidavit outlining the submittal subject and identifying the
corrected deficiencies. Flow monitoring raw data shall be reviewed and edited as necessary,
for all data that is used during a significant storm event.
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V. GENERAL REQUIREMENTS
GENERAL
Working Hours
Meetings with OC San staff shall be scheduled from Monday through Friday between the hours
of 8:00 AM and 4:00 PM.
Software
The CONSULTANT is expected to develop and provide the deliverables using the standard
software currently approved for use by OC San. The standard OC San software includes, but
is not limited to, the following:
Windows 10 Professional
Esri software 10.7.1 (ArcGIS Desktop, fGDB, pGDB or shapefile formats)
Microsoft Internet Explorer 11
Autodesk software version 2018 (AutoCAD, AutoCAD Map3D or compatible dwg file format)
Microsoft Office 365
Innovyze ICM Hydraulic Model version 10.5
Any software that the CONSULTANT needs to comply with these standards shall be purchased
and maintained by the CONSULTANT at no additional cost to OC San. In the event OC San
provides the CONSULTANT with access to OC San software and hardware at an OC San
facility in order to facilitate performance of their work, all software shall remain the property of
OC San. Only software licensed to OC San shall be installed on OC San equipment. In
addition, only OC San IT Department staff will perform the installation of this software.
VI. STAFF ASSISTANCE
OC San staff member or designee assigned to work with CONSULTANT on the design of this
project is Daniel Lee at (714) 593-7176, e-mail to: dlee@ocsan.gov.
EXHIBITS:
Exhibit 1 Schematic of OC San Regional Collection System
Exhibit 2 Map of Flow Monitor Locations
Exhibit 3 Flow Monitor Site Maps
Exhibit 4 PS15-08 Collections Capacity Evaluation Study
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1533 Agenda Date:7/7/2021 Agenda Item No:7.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS, PROJECT NO. 7-66
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Sunflower and Red Hill Interceptor
Repairs, Project No. 7-66;
B. Award a Construction Contract to Charles King Company for Sunflower and Red Hill
Interceptor Repairs, Project No. 7-66, for an amount not to exceed $4,777,000; and
C. Approve a contingency of $477,700 (10%).
BACKGROUND
Sunflower Interceptor Reach 3 and Red Hill Interceptor Reaches 4 and 5 consists of one gravity trunk
sewer over approximately 6,000 linear feet located in city streets and easements within the Cities of
Irvine and Costa Mesa and bordering the City of Santa Ana. The sewers were constructed in 1971,
consist of reinforced concrete pipes varying in sizes from 27 inches to 84 inches, and run along Red
Hill Avenue, Main Street, and Sunflower Avenue. To protect the concrete from corrosive sewer gas, a
polyvinyl chloride (PVC) liner was installed in the upper 270 degrees of the pipe. The bottom 90
degrees was expected to be fully submerged and thus not subject to corrosion.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8 by awarding a construction
contract to lowest responsive, responsible bidder
·Protect OC San assets
·Achieve less than 2.1 sewer spills per 100 miles
PROBLEM
In 2015, inspections related to the Orange County Sanitation District (OC San) Asset Management
Program showed that PVC lining had failed at multiple locations. Lower than expected flows were
also shown to have resulted in corrosion of the unlined concrete in the bottom 90 degrees of the pipe.
Orange County Sanitation District Printed on 6/30/2021Page 1 of 3
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1533 Agenda Date:7/7/2021 Agenda Item No:7.
PROPOSED SOLUTION
Award a Construction Contract for the Sunflower and Red Hill Interceptor Repairs,Project No.7-66.
The work will repair PVC liner failures and grout the bottom of the pipe to reduce the section exposed
to corrosive sewer gases.
TIMING CONCERNS
Delaying the project award will allow more concrete corrosion to take place and the trunk sewer will
continue to deteriorate.
RAMIFICATIONS OF NOT TAKING ACTION
Not rehabilitating the trunk line will eventually result in the failure of these assets.A pipeline failure
would result in a major sewage spill and require an extensive emergency bypass system to perform
repairs.
ADDITIONAL INFORMATION
OC San advertised Sunflower and Red Hill Interceptor Repairs,Contract No.7-66,for bids on March
9, 2021, and three sealed bids were received on April 15, 2021.
Summary information on the bid opening is as follows:
Engineer’s Estimate $3,250,000
Bidder Amount of Bid
Charles King Company $4,777,000
Spiniello Infrastructure, Inc.$6,968,000
Steve P. Rados, Inc.$10,292,000
The fact that only three bids were received is likely due to two general factors.The first is that much
of the work is bypass pumping which is typically performed by specialty subcontractors.With a large
fraction of subcontracted work,the general contractors take on risk with less opportunity to gain a
competitive advantage with a more effective approach.The other is that work hours were restricted
to nighttime only in order to mitigate traffic impacts on heavily traveled streets.This constrains how a
contractor can manage the work and risks.These factors,and also differing assumptions on the
daily productivity levels of this atypical work,may explain why the low bid was $1.5 million more than
the Engineer’s estimate, and why the spread was so large.
The bids were evaluated in accordance with OC San’s policies and procedures.After evaluation,
Charles King Company,the apparent low bidder,was determined to be both responsive and
responsible.A notice was sent to all bidders on May 4,2021,informing them of the intent of OC San
staff to recommend award of the Construction Contract to Charles King Company.
Staff recommends awarding a Construction Contract to the lowest responsive and responsible
bidder, Charles King Company, for a total amount not to exceed $4,777,000.
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File #:2021-1533 Agenda Date:7/7/2021 Agenda Item No:7.
CEQA
The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California
Code of Regulations Section 15301.A Notice of Exemption was filed with the OC Clerk-Recorder
after OC San’s Board of Directors approved the Professional Services Design Agreement.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-7,Sunflower &Red Hill
Interceptor Repairs, Project No. 7-66) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Construction Contract
·Presentation
RL:dm:gc
Orange County Sanitation District Printed on 6/30/2021Page 3 of 3
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C-CA-103020
PART A
CONTRACT AGREEMENT
C-CA-103020
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION – 1 GENERAL CONDITIONS .................................................................. 1
SECTION – 2 MATERIALS AND LABOR ................................................................. 4
SECTION – 3 PROJECT .......................................................................................... 4
SECTION – 4 PLANS AND SPECIFICATIONS ....................................................... 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 ................................................................................... 9
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 ......................................................................................... 24
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 1 of 26
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. 7-66
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
THIS AGREEMENT is made and entered into, to be effective, this July 28, 2021, by and
between Charles King Company, 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.
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 2 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 the date for submittal 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
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 3 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.
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 4 of 26
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:
PROJECT NO. 7-66
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 5 of 26
SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. 7-66
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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 three hundred sixty-five (365) calendar days from the
date of the “Notice to Proceed” issued by OCSD, excluding delays caused or authorized by
OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General
Conditions. The time for completion includes fifteen (15) calendar days determined by OCSD
likely to be inclement weather when CONTRACTOR will be unable to work.
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
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 6 of 26
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, “Extension of Time 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.
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 7 of 26
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 Four Million Seven Hundred Seventy-Seven
Thousand Dollars ($4,777,000) as itemized on the Attached Exhibit “A”.
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 8 of 26
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements and General Conditions (including but
not limited to Sections entitled “Mobilization Payment Requirements” and “Payment
Itemized Breakdown of Contract Lump Sum Prices”), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four (4) week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
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.”
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.
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 10 of 26
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
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.
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 11 of 26
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
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.
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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
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:
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 13 of 26
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
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
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 14 of 26
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.
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.
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 (except for Professional Liability/Errors and Omissions coverages, if
applicable) related to the Work, CONTRACTOR shall include clauses providing that each
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 15 of 26
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.
A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Ten Million
Dollars ($10,000,000) 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. If aggregate limits apply separately to this
contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 16 of 26
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.
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 Two Million Dollars ($2,000,000) for bodily injury,
personal injury and property damage;
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Or alternatively, (2) One Million Dollars ($1,000,000) per person for bodily injury, Two
Million Dollars ($2,000,000) per accident for bodily injury, and One Million Dollars
($1,000,000) 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 to OCSD.
5. Worker’s Compensation/Employer’s Liability: CONTRACTOR shall provide such
Worker’s Compensation Insurance as required by the Labor Code of the State of
California, including employer’s liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
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 Two Million Dollars ($2,000,000) and shall apply to sudden and non-sudden
pollution conditions (including sewage spills), both at the site or needed due to
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 18 of 26
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.
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:
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
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 19 of 26
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.
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).
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 20 of 26
4. If required by a public agency from whom permit(s) will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an “A-“, or better, Policyholder’s Rating, and a Financial Rating of at
least Class 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.
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 21 of 26
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 Iisted 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
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 22 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
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 23 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.
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 24 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 Contractor Safety Standards.
[THIS SECTION INTENTIONALLY LEFT BLANK]
CONFORMED C-CA-103020 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 25 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: Charles King Company
2841 Gardena Avenue Signa Hill, CA 90755
Copy to: Debra King, President Charles King Company 2841 Gardena Avenue Signa Hill, CA 90755
C-CA-103020 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 26 of 26
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Charles King Company
2841 Gardena Avenue
Signa Hill, CA 90755
By______________________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 738236 (Expiration Date – 7/31/2021)
OCSD: Orange County Sanitation District
By______________________________
John B. Withers Board Chairman
By______________________________ Kelly A. Lore
Clerk of the Board
By______________________________ Ruth Zintzun
Purchasing & Contracts Manager
C-EXA-080414
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
CONFORMED C-EXA-080414 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 1 of 8
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 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.
C-EXA-080414 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 2 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.
CONFORMED C-EXA-080414 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 3 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.
C-EXA-080414 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 4 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
CONFORMED C-EXA-080414 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 5 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.
C-EXA-080414 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 6 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.
CONFORMED C-EXA-080414 PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 7 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
C-EXA-080414 CONFORMED PROJECT NO. 7-66 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Charles King Company) BF-14 Schedule of Prices, Pages 1-3
Bid Submitted By: Charles King Company
(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
RESPONSIVE AND 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-042720
PROJECT NO. 7-66
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
Page 1 of 3
Bid Submitted By: Charles King Company
EXHIBIT A
(Name of Firm)
SCHEDULE OF PRICES
BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item
No. Description
1. I Mobilization as described in Specifications Section 01155 and in
conformance with the Contract Documents for the lump sum price
of ...
2. I City of Costa Mesa, City of Irvine, and City of Santa Ana, Traffic
Control Plan Check Fees, and Inspection Fees as described in
Specifications Section 01155 and in conformance with the Contract
Documents for an allowance of ...
3.
4.
5.
Final Grind and Cap Asphalt Concrete Pavement as described in
Specifications Section 01155 and in conformance with the Contract
Documents for the lump sum price of ...
Minor Lining Repairs (Heat-Welded PVC Lining or Copolymer
PVC Lining) as described in Specifications Section 01155 and in
conformance with the Contract Documents for the lump sum price
of ...
Major Lining Repairs (Internal Pipe Seal) as described in
Specifications Section 01155 and in conformance with the Contract
Documents for the lump sum price of ...
BF-14 SCHEDULE OF PRICES
Page 2 of 3
Unit of
Measurement
Lump Sum
Allowance
Square Foot
Square Foot
Each
7,600
500
35
Unit Price
XI$ 2(() \ 0 0
XI$
j_oo.oo
XI$
~000,oo
Extended Price
=1 $150,000
=1 $50,000
=1 $ l<b?--1000,0
=1 $
100,000.00
=1 $ 110,OO6,0
C-BF-042720
PROJECT NO. 7-66
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
Bid Submitted By: Charles King Company
EXHIBIT A
SCHEDULE OF PRICES
Item
No. Description
(continued)
6. I All other portions of the Work, except the Work of Item Nos. 1 through
5 and Item No. 7 as described in Specifications Section 01155 and in
conformance with the Contract Documents for the lump sum price of ...
7. I Demobilization: as described in Specifications Section 01155 and in
conformance with the Contract Documents for the lump sum price of ...
Unit of
Measurement
Lump Sum
Lump Sum
(Name of Firm)
Unit Price Extended Price
=1 $ 1,oqo, 000,0
=1 $60,000
SUBTOTAL BASE BID ITEMS NO.1 THROUGH NO. 7 (AWARD AMOUNT) $~L111,voo. IJo
BF-14 SCHEDULE OF PRICES
Page 3 of 3
C-BF-042720
PROJECT NO. 7-66
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
6/30/2021
1
Sunflower and Red Hill Interceptor Repairs
Project No. 7‐66
Construction Contract AwardPresented by:
Jeff Mohr
Engineering
Manager
Operations
Committee
July 7, 2021
2
Sunflower Ave.
Project Location
Construction scheduled from Sept. 2021 to Sept. 2022
Irvine
Costa Mesa
Santa Ana Ti
m
b
e
r
St
.
Sunflower Ave.
Br
i
s
t
o
l
Av
Project Location
1
2
6/30/2021
2
3
Project Repairs
Edge of Liner
4
Close Coordination with Local Agencies
3
4
f'\ Irvine Ranch
.~ WATER DISTRICT
6/30/2021
3
5
Sewage Spill Risk
•Bypass pumping risk
•Seven bypassing setups required for
differing sections•Daily setups of bypass pumping•Required for all portions of work
•Nighttime work only (during low flow
and low traffic volumes)
Bid Results
Bidder Amount of Bid
Engineer’s Estimate $3,250,000
Charles King Company $4,777,000
Spiniello Infrastructure West, Inc. $6,968,000
Steve P. Rados, Inc. $10,292,000
6
5
6
6/30/2021
4
6
Recommendation
Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Sunflower and Red Hill Interceptor Repairs, Project No. 7-66;
B. Award a Construction Contract to Charles King Company for Sunflower and Red Hill Interceptor Repairs, Project No. 7-66, for an amount not to exceed $4,777,000; and
C. Approve a contingency of $477,700 (10%).
7
Questions
7
8
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1532 Agenda Date:7/7/2021 Agenda Item No:8.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS, PROJECT NO. 7-66
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with GHD, Inc. to provide
construction support services for Sunflower and Red Hill Interceptor Repairs, Project No. 7-66,
for an amount not to exceed $166,000; and
B. Approve a contingency of $16,600 (10%).
BACKGROUND
GHD, Inc. was selected as part of a competitive, qualifications-based solicitation process to design
the Sunflower and Red Hill Interceptor Repairs, Project No. 7-66. At the time of the solicitation, the
Orange County Sanitation District (OC San) documented its intent to award a subsequent agreement
to the design consultant for continuation of engineering services during construction.
This project will award a construction contract for the Sunflower and Red Hill Interceptor Repairs,
Project No. 7-66. The work will repair PVC liner failures within a 6,000-foot section of the Sunflower
and Red Hill Interceptors. This work will reduce the risk of a sewage spill, pipeline failure, and extend
the useful life of the assets.
RELEVANT STANDARDS
·Comply with California Government Code Section 4526 to engage the best qualified firm “on
the basis of demonstrated competence and qualifications” and “negotiate fair and reasonable
fees”
·Ensure the public’s money is wisely spent
PROBLEM
This project requires the design consultant to provide as-needed services during construction
including submittal review, responding to the Contractor’s requests for information, reviewing
construction change orders, participating in meetings, attending site visits, and preparing record
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1532 Agenda Date:7/7/2021 Agenda Item No:8.
drawings.
PROPOSED SOLUTION
Award a Professional Construction Support Services Agreement with the design consultant,GHD,
Inc., to provide engineering support services during construction.
TIMING CONCERNS
Engineering support services will be required at the start of construction.Construction is anticipated
to start in August 2021.
RAMIFICATIONS OF NOT TAKING ACTION
The engineering support services needed to facilitate and review construction activities would not be
available by the Engineer of Record, which may negatively impact the contract execution.
PRIOR COMMITTEE/BOARD ACTIONS
September 2019 -Approved a Professional Design Services Agreement with GHD,Inc.,to provide
engineering services for Sunflower and Red Hill Interceptor Repairs,Project No.7-66,for an amount
not to exceed $308,712, and approved a contingency of $30,871 (10%).
ADDITIONAL INFORMATION
GHD,Inc.has successfully furnished engineering design services for Sunflower and Red Hill
Interceptor Repairs,Project No.7-66,and their support services during construction will provide
continuity through the completion of the project.
Staff negotiated with GHD,Inc.for these construction support services in accordance with OC San’s
adopted policies and procedures.The proposed fees are based on estimated quantities provided by
OC San for requests for information,submittal reviews,meetings,site visits,change order reviews,
and design revisions,as well as the level of effort for preparing record drawings.Staff has
determined the negotiated fee to be fair and reasonable for these services.
CEQA
The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California
Code of Regulations Section 15301.A Notice of Exemption was filed with the OC Clerk-Recorder
after OC San’s Board of Directors approved the Professional Services Design Agreement.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-7,Sunflower &Red Hill
Interceptor Repairs, Project No. 7-66) and the budget is sufficient for the recommended action.
Orange County Sanitation District Printed on 6/30/2021Page 2 of 3
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File #:2021-1532 Agenda Date:7/7/2021 Agenda Item No:8.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Professional Construction Services Agreement
·Presentation
RL:dm:gc
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PCSA PROJECT NO. 7-66
Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
Page 1 of 18
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 28th day of July, 2021 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "OC SAN", and GHD, INC., for purposes of this Agreement hereinafter referred to as
"CONSULTANT". WITNESSETH: WHEREAS, OC SAN desires to engage a CONSULTANT to provide Construction Support Services for Sunflower and Red Hill Interceptor Repairs, Project No. 7-66 and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, OC SAN has adopted procedures in accordance with OC SAN’s Purchasing Ordinance Section 4.03(B) for the continuation of services and has proceeded in accordance with said procedures to perform this work; and,
WHEREAS, at its regular meeting on July 28, 2021 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to OC SAN’s
Purchasing Ordinance to approve this Agreement between OC SAN and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement,
including the work performed by its Subconsultants. Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry
standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. C. In the event that work is not performed to the satisfaction of OC SAN and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly
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Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project
Engineer/Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions.
D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using OC SAN standard software. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 calendar days during which OC SAN shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents
nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was
disclosed to the CONSULTANT by OC SAN, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed One Hundred Sixty-six Thousand Dollars ($166,000). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and
Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment “E” - Fee Proposal.
B. Labor As a portion of the total compensation to be paid to CONSULTANT, OC SAN
shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
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Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee
Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis and as specified in the Scope of Work. OC SAN shall pay to
CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal.
F. Direct Costs OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of
permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” – Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
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Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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G. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test
equipment and tooling and other materials and services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment information. H. Reimbursable Direct Costs OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this Agreement. The reimbursement of the above-mentioned expenses will be based on an “accountable plan” as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by
IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or “per diem” as deemed the most practical.
CONSULTANT shall be responsible for returning to OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN. Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance. Local Travel is considered travel by the CONSULTANT within OC SAN general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle
for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel.
However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will
be made on a case-by-case basis and at the discretion of OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
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I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall
notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 - AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 - COMPENSATION hereof in the format as required by OC SAN. Such requests shall be based upon the amount and value
of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work
performed during the period covered by the statement, as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per-project-element basis. If OC SAN determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or
ii. The percentage of the work accomplished for each project element.
PCSA PROJECT NO. 7-66
Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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He may, at his discretion, retain an amount equal to that which ensures that the
total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, OC SAN shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN, CONSULTANT will be paid the unpaid balance of any money due for such work,
including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims
against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false
claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be
made or used a false record or statement to get a false claim paid or approved by OC SAN; c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR
PCSA PROJECT NO. 7-66
Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration
requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of
the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. DOCUMENT OWNERSHIP – SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed
and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s Professional Services are terminated: a) by the completion of the Agreement, or b) in
accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer
printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
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Revised 101620 SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS
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7. INSURANCE
A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Worker’s Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its
agent. iii. Coverage shall be in effect prior to the commencement of any work under
this Agreement. B. General Liability
The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground)
and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance.
C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability.
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D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability
coverage: Combined single limit of Five Hundred Thousand Dollars ($500,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of one million dollars ($1,000,000) in form acceptable to OC SAN. F. Worker’s Compensation Insurance
The CONSULTANT shall provide such Workers’ Compensation Insurance as required by the Labor Code of the State of California in the amount of the
statutory limit, including Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker’s Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of OC
SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement,
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whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before work
commences. OC SAN reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted
as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (General Liability)
(ISO Form) CG2010 11 85 or
The combination of (ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Auto Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent.
I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days’ prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days’ written notification. The policy shall not terminate, nor
shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to OC SAN except for nonpayment of premium, which shall
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require not less than ten (10) days written notice to OC SAN. Should there be changes in coverage or an increase in deductible or SIR amounts, the
CONSULTANT and its insurance broker/agent shall send to OC SAN a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the
attention of Risk Management, and shall be received by OC SAN not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to OC SAN. J. Primary Insurance All liability policies shall contain a Primary and Non-Contributory Clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT.
K. Separation of Insured All liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable)
Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the
CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs
Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work.
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P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT.
8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by OC SAN, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT’s project team member. CONSULTANT shall include the respective
compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 -COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 10. ENGINEERING REGISTRATION The CONSULTANT’s personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. OC SAN retains the reasonable right to access, review, examine, and audit, any and
all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The
CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination.
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C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of OC SAN.
13. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid. Notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Richard Leon, Project Manager Notices shall be mailed to CONSULTANT at:
GHD, Inc. 320 Goddard Way, Suite 200 Irvine, CA 92618 Attention: Greg Watanabe, Project Principal
All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN’s staff must be approved in writing by OC SAN’s Project
Manager prior to action from the CONSULTANT. 14. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
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CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN and/or CONSULTANT in accordance with Section 13 - NOTICES.
15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 16. COMPLIANCE A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does
not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it
agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. 17. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this
document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.
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20. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2) future activities, 3)
potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively
the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses including without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and OC SAN’s general and administrative expenses (individually, a “Claim”, or collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence
or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from:
(A) the sole or active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, consultant, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
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CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the
provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder.
The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT’s performance shall be evaluated by OC SAN. A copy of the
evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by OC SAN and may be considered in future CONSULTANT selection processes.
25. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When OC SAN determines that all Work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the
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Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the Consultant written notice that the Agreement will be
closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or
otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or agreement with, the CONSULTANT’s request for final Agreement Acceptance. 27. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
[THIS SECTION INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above
written. GHD, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________
John B. Withers Date
Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________
Ruth Zintzun Date Purchasing & Contracts Manager
Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Used Attachment “C” – Not Used Attachment “D” – Allowable Direct Costs Attachment “E” – Fee Proposal Attachment “F” – Not Used Attachment “G” – Not Used Attachment “H” – Not Used Attachment “I” – Cost Matrix & Summary Attachment “J” – Not Used Attachment “K” – Not Used Attachment “L” – Contractor Safety Standards
CMM:ms
ATTACHMENT “A”
SCOPE OF WORK
PCSA 7-66 Scope of Work Page 1 of 8
SUNFLOWER AND RED HILL INTERCEPTOR REPAIRS PROJECT NO. 7-66
PROFESSIONAL CONSTRUCTION SUPPORT SERVICES ATTACHMENT A - SCOPE OF WORK
TABLE OF CONTENTS
Contents
I. SUMMARY ............................................................................................................................ 2
II. PROJECT SCHEDULE ......................................................................................................... 2
III. PROJECT IMPLEMENTATION ............................................................................................. 2 Task 4.1 – Project Management ................................................................................................. 3 Task 4.2 – Workshops and Project Meetings .............................................................................. 4 Task 4.3 - Site Visits and As-Built Reviews ................................................................................. 5 Task 4.4 – Submittal Reviews ..................................................................................................... 5 Task 4.5 – Request for Information (RFI) .................................................................................... 5 Task 4.6 – Contract Document Modifications, Design Changes, and Change Orders ................. 6 Task 6.1 – Record Drawings ....................................................................................................... 6 Task 6.2 – Project Management ................................................................................................. 7
IV. STAFF ASSISTANCE ........................................................................................................... 8
V. QUANTITATIVE ASSUMPTIONS ......................................................................................... 8
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I. SUMMARY Provide construction engineering support services for the construction and installation, and closeout phases for the Sunflower and Red Hill Interceptor Repair, Project No. 7-66. Quality Assurance/Quality Control (QA/QC): CONSULTANT shall administer a program of QA/QC procedures for producing quality work and shall effectively manage and control the work. Specific procedures shall include but not be limited to planning, coordination, tracking, checking, reviewing, and scheduling the work. CONSULTANT shall subject all work products prepared by the CONSULTANT to the CONSULTANT’s in-house QA/QC procedures prior to submittal to the Orange County Sanitation District (OC SAN). QA/QC hours and costs shall
be incorporated into other tasks within this Scope of Work (SOW). II. PROJECT SCHEDULE
The schedule for the services specified in this SOW shall be provided per the construction contract schedule, and the following schedule constraints:
Major Milestones Estimated Schedule
Provide Construction and Installation Services July 2021 to April 2022
Project Closeout April 2022 to July 2022
Submittals As described under Task 4.4 titled “Submittal Reviews”
Requests for Information As described under Task 4.5 titled
“Request for Information (RFI)”
Record Drawings Draft Record Drawings shall be submitted to OC SAN within 60 days of receipt from OC SAN of the
approved Contractor’s As-Built Drawings. The final Record Drawings shall be submitted within 21 days of receipt of OC SAN comments on the Draft Record Drawings.
TOTAL SCHEDULE TIME Approximately 12 months
III. PROJECT IMPLEMENTATION
All OC SAN projects are divided into six phases. CONSULTANT shall provide engineering support services for Phase 4 – Construction and Installation Services, and Phase 6 – Closeout. Phase 1 – Project Development – Completed Phase 2 – Preliminary Design – Completed Phase 3 – Final Design – Completed Phase 4 – Construction and Installation Services Phase 5 – Not Used Phase 6 – Closeout
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PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES OC SAN will administer and provide field inspection for construction contracts. Construction and installation support services shall be provided by the CONSULTANT as requested by the OC SAN. CONSULTANT shall refer to the Engineering Design Guidelines, Chapter 01 for detailed requirements. In the event of a conflict between the guidelines and the scope of work as set forth herein, the scope of work shall prevail.
CONSULTANT shall provide the following key management personnel: Principal-in-Charge: Greg Watanabe Project Manager: Casey Raines CONSULTANT shall not reassign the key project personnel without prior approval of the OC SAN. The OC SAN may request reassignment of any of the CONSULTANT’s or its
subconsultant’s personnel, based on an individual’s performance. For all services, Consultant shall refer to the Engineering Design Guidelines, Chapter 01 for detailed requirements, except as specifically modified herein.
For purposes of the proposal, CONSULTANT shall include labor-hours and fees in the proposal for appropriate personnel classifications to perform the following tasks:
Task 4.1 – Project Management CONSULTANT shall be responsible for detailed management of the project, including
managing its subconsultants, and shall keep the OC SAN apprised of the status of the project.
CONSULTANT shall conduct monthly project management meetings with the OC SAN’s Project Manager by conference call. These meetings shall be attended by the OC SAN’s Project Manager and CONSULTANT’s Project Manager at a mutually agreeable time,
generally around the second week of the month. The purpose of the meetings shall be to review the CONSULTANT Project Manager’s progress report, status of the project scope, budget, and any issues which may affect completion of the project. Meetings should be arranged so that the progress report can be submitted shortly prior to or at each meeting. Invoices: CONSULTANT shall prepare and submit monthly invoices to the OC SAN. The invoices shall document the labor-hours and billing rate for each person that works on the project for each task in the work breakdown structure (WBS). Overhead, profit, and any
direct costs shall also be shown for each task. As part of the summary section of the invoice, CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget amount remaining
• Current billing period “total percent invoice to date”
• Current billing period “total percent completed to date”
Progress Reports: The monthly progress report shall be submitted with the project invoice as
part of the monthly request for payment. The monthly progress report will include the following:
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• Work completed in previous billing period
• Work anticipated for the upcoming month
• Outstanding project issues
• Status and issues impacting project scope and budget
• Log documenting work completed on past RFIs, Submittal reviews, and change order scope preparation
• Percent complete, tabulated on a per task basis
• Cost to complete, tabulated on a per task basis
• Overall project budget, tabulated on a per task basis
• Risks log
• Out of scope items log
CONSULTANT shall also provide percent budget spent for each of the OC SAN’s WBS cost codes (i.e. by work package and phase). The OC SAN shall provide a list of cost codes by
phase to the CONSULTANT. See “Quantitative Assumptions” in this SOW for the number of months to be allocated for
this task.
Task 4.2 – Workshops and Project Meetings 4.2.1 - Construction Hand-Off Workshop: CONSULTANT shall participate in a one-hour Construction Hand-Off Workshop. The purpose of the workshop is for the CONSULTANT and
OC SAN design teams to transfer project-specific knowledge to the OC SAN’s construction management and inspection staff that will be managing and monitoring construction. Topics that might be covered in this meeting include the following:
• Overview of objective of the project
• Review of project elements
• Review of sequencing constraints
• Key issues to be addressed during construction
• Identification of risks and discussions of contingency plans
The workshop will be led by OC SAN.
4.2.2 - PMWeb Procedures Meeting and Submittal Review Procedures Meeting: CONSULTANT shall participate in a one-hour PMWeb procedure meeting and submittal
procedure meeting. The purpose of this meeting is to review the roles and logistics for review and approval of construction contract documents and Contractor submittals. The CONSULTANT’s Project Manager and Project Engineer shall attend in person.
The project will utilize PMWeb as the web-based Project Control Management System (PCMS). The PCMS shall be utilized for project communication, tracking, and management. PCMS utilization is to facilitate the electronic exchange of information, the automation of key processes, and the overall management of the contract. When required by the OC SAN, paper
documents shall also be provided. In the event of a discrepancy between the electronic version and paper documents, the electronic documents within PCMS shall govern.
4.2.3- Preconstruction Team Conference: CONSULTANT shall participate in a one-hour Preconstruction Conference attended by OC SAN staff, CONSULTANT, Contractor, subcontractors, public agencies, and vendors. This meeting shall be scheduled and presided
over by the OC SAN. In this meeting, the OC SAN shall describe CONSULTANT’s role in the
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project as the Design Engineer and the services CONSULTANT shall provide during construction. CONSULTANT’s Project Manager and Project Engineer shall attend. The OC
SAN will prepare meeting minutes and CONSULTANT shall review and comment on the minutes. No deliverable is required to be prepared by CONSULTANT. 4.2.4- Weekly Construction Progress Meetings: CONSULTANT shall participate by telephone in the weekly construction progress meetings as requested by the OC SAN (one hour). Progress meeting minutes will be prepared by the OC SAN. No deliverable is required to be
prepared by CONSULTANT. Other than attendance of progress meetings, other work arising from meeting discussions shall be covered under the labor hours included in the Quantitative Assumptions for Task 4.5 or Task 4.6. See “Quantitative Assumptions” in this SOW for the number of meetings to be allocated for weekly construction progress meetings. CONSULTANT shall assume half of these meetings will be attended on-site and half will be attended via teleconference. Task 4.3 - Site Visits and As-Built Reviews Site Visits: CONSULTANT shall plan on making field visits to assist in field problem resolution
and design clarification/verification to help resolve construction issues as they arise and as requested by the OC SAN. CONSULTANT’s Traffic Engineer shall make field visits to inspect the traffic control setup when requested by the OC SAN. CONSULTANT shall report the
nature of the field site visits, the problem resolved, and identify staff requesting the site visit in CONSULTANT’s monthly project report. Other than attendance of site visits, other work arising from site visit discussions shall be covered under the labor hours included in the Quantitative Assumptions for Task 4.5 or Task 4.6. See “Quantitative Assumptions” in this SOW for the effort to be allocated for site visits. Task 4.4 – Submittal Reviews
Submittals from the Contractor will be logged in PMWeb with selected shop drawing and submittals requiring CONSULTANT review. CONSULTANT shall review the shop drawings and
submittals for conformance with the requirements of the contract documents within PMWeb within ten calendar days after receipt of submittal. CONSULTANT shall return comments to the OC SAN allowing sufficient time for the OC SAN to incorporate all comments into a combined
review comment set that the OC SAN will return to the Contractor. CONSULTANT shall accommodate occasional expedited reviews for time sensitive submittals. Submittals shall include but not be limited to shop drawings, vendor tests, certifications, and test reports.
See “Quantitative Assumptions” in this SOW for the number of submittals for this task. Task 4.5 – Request for Information (RFI) CONSULTANT will be required to respond to RFIs generated by the Contractor or the OC SAN via PMWeb. CONSULTANT’s responses to the OC SAN shall be as soon as possible or within four calendar days of receipt of the RFI, clarifying the requirements of the contract documents.
CONSULTANT shall generate necessary sketches, figures, and modifications to the drawings for clarifications. When required to avoid schedule delay or additional construction-related costs, CONSULTANT shall expedite the review of time sensitive RFIs. It shall also be the goal
to return responses for all RFIs on the day they are received (where no significant research, correspondence or engineering is involved).
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If any changes to the drawings are required, the CONSULTANT shall prepare these drawings submit them via PMWeb as PDF files to the OC SAN. The CONSULTANT shall update all
AutoCAD drawings and specifications upon OC SAN acceptance of any changes resulting from RFIs and change orders. CONSULTANT shall provide electronic AutoCAD files to the OC SAN as part of Task 6.1, Record Drawings.
See “Quantitative Assumptions” in this SOW for the number of RFIs to be allocated for this task.
CONSULTANT shall also allocate time for required efforts to analyze and provide input on issues that may arise on a weekly basis. The assumption for the effort involved in weekly assistance shall be as indicated under “Quantitative Assumptions” in this SOW. Task 4.6 – Contract Document Modifications, Design Changes, and Change Orders If the contract documents require modifications, due to changed conditions, OC SAN requested changes, omissions, or design errors; CONSULTANT shall prepare preliminary change order documents and forward them to the OC SAN as needed. The OC SAN shall review the proposed change and request CONSULTANT to incorporate any changes. The OC SAN will
issue the change order documents in a formal Request for Proposal (RFP) or Field Change Order (FCO) to the Contractor. CONSULTANT shall forward design calculations and other design backup documents as necessary to The OC SAN. CONSULTANT shall prepare cost
estimates for the changes when requested by the OC SAN.
Any contract document that requires changes shall be identified with date of change and
reference (RFI number, RFP number, FCO number, etc.) shown on the document. Changes shown on drawings shall be clearly marked and “clouded” for accurate identification of the scope of change by the Contractor and inspection staff. CONSULTANT shall maintain up-to- date contract documents. When a change is required on a drawing that has previously undergone a change, the updated drawing showing the previous change shall be used as the base document to identify new changes.
CONSULTANT shall submit complete change documentation to the OC SAN for use in RFIs,
RFPs, and FCOs. This change documentation shall include plan drawings, schematics, details, schedules, and specifications, as required.
CONSULTANT shall also allocate time for required efforts to analyze and provide input on issues that may arise on a daily basis such as interference of undisclosed utilities, traffic control issues, bypass evaluations, etc.
See “Quantitative Assumptions” in this SOW for the number of hours to be allocated for design changes and cost estimating assistance. PHASE 5 – NOT USED
PHASE 6 – CLOSE OUT
Closeout tasks include completion of punch list work by the Contractor, final inspection, completion of Record Drawings, and electronic data. CONSULTANT shall submit a final invoice at the completion of the project. Task 6.1 – Record Drawings
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After completion of construction, the OC SAN will transmit to CONSULTANT the final field markup set of drawings. At that time, CONSULTANT shall meet with the OC SAN’s
Inspector and Resident Engineer to ensure Contractor’s As-Built Drawings contain all relevant information. CONSULTANT shall prepare draft Record Drawings from the Contractor’s As-Built Drawings for all drawings in accordance with the requirements in the CAD Manual. The CONSULTANT shall submit the draft Record Drawings to the OC SAN’s Resident Engineer. The draft Record
Drawings will be reviewed for content and CAD Compliance by OC SAN staff. A comment log will be returned to the CONSULTANT and, if any comments are generated, the CONSULTANT shall revise the Record Drawings and resubmit to the Resident Engineer for review of the changes and acceptance of the Record Drawings. Traffic Control drawings are excluded from the requirements under this task. When no additional comments are identified, CONSULTANT shall prepare the final Record Drawings and submit them along with the Contractor’s As-Built Drawings to the Project
Manager. All Record Drawings shall contain a stamp indicating: Record Drawings These Record Drawings have been prepared based on information provided by others. The Engineer has not verified the accuracy of this information and shall not be responsible for any
errors or omissions which may be herein as a result.”
The stamp shall optimally be placed in the bottom right hand corner of the border and may be included by x-ref. If importing the stamp by x-ref interferes with content in the bottom right hand corner, the stamp may also be placed in other open space along the bottom of the border. In addition, a note shall be placed over the engineer’s seal stating that “This drawing was originally approved for construction by [name of engineer] on [date] and sealed by [name of engineer] a licensed professional engineer in the State of California No. [License number] “.
CONSULTANT shall submit an electronic copy of the Record Drawings to the OC SAN for review and approval. The acceptance of the Record Drawings shall be deemed a condition for completion of work.
The Contractor generated As-Built Drawings described in the Engineering Design Guidelines and the shop drawings will not be updated by CONSULTANT.
The format and quantities for delivery of the submittals shall be as specified in the Engineering Design Guidelines section titled “Software and Electronic File Format Requirements” and as
listed below: Contents Draft Record Drawings Final Record Drawings
All related electronic files, including CAD and compiled PDFs
Electronic transmission Electronic transmission
See “Quantitative Assumptions” in this SOW for the number of meetings to be allocated for this task. Task 6.2 – Project Management CONSULTANT shall also include project management support labor-hours related to closeout activities per requirements stated in Phase 4, Project Management Task.
PCSA 7-66 Scope of Work Page 8 of 8
See “Quantitative Assumptions” in this SOW for the number of months to be allocated for
this task.
IV. STAFF ASSISTANCE
The OC SAN staff member assigned to work with CONSULTANT on the construction phase of this project is Rich Leon at (714) 593-7732, email to: rleon@ocsd.com.
V. QUANTITATIVE ASSUMPTIONS
The assumptions listed in the following tables below shall be the basis for the assumed level of effort.
Task Description Assumption
4.1 Project Management 10 months duration from the effective date of the Notice to Proceed
4.2.4 On-Site Weekly Progress Meetings 8 meetings
4.3 Site Visits 4 person-visits
4.4 Submittals 30 original submittals
15 resubmittals
4.5 Requests for Information 240 labor hours
4.5 Weekly Assistance 80 labor hours
4.6 Design Changes 40 labor hours
4.6 Cost Estimating for Design Changes 20 labor hours
6.1 As-Built Review Meetings 1 meetings
6.2 Project Management 2 months duration in the Closeout Phase
RL:dm
6/30/2021
1
Sunflower and Red Hill Interceptor Repairs
Project No. 7‐66
Presented by:
Jeff Mohr
Engineering
Manager
Operations
Committee
July 7, 2021
Consultant Services Award
Professional Construction Services
2
• GHD selected for
design in a qualifications-based
competition
• Continuation of
services during
construction referenced in original
agreement
1
2
•)) IITKINS , __
Sunflower and Red HIii
Interceptor Repairs ,------L--------~
6/30/2021
2
Professional Construction Services
3
Services to be provided as needed (time and material)
• Project meetings
• Shop drawing submittal review
• Requests for Information (RFIs)
• Change Order assistance
• Final inspection & punch list
• Record drawings
A. Approve a Professional Construction Services Agreement with GHD, Inc. to provide construction support services for Sunflower and Red Hill Interceptor Repairs, Project No. 7-66,for an amount not to exceed $166,000; and
B. Approve a contingency of $16,600 (10%).
Recommendation
4
3
4
6/30/2021
3
Questions
?
5
5
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1572 Agenda Date:7/7/2021 Agenda Item No:9.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1, PROJECT
NO. P1-134
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for South Perimeter Security and Utility
Improvements at Plant No. 1, Project No. P1-134;
B. Reject the bid from apparent low bidder, RT Contractor Corp., as non-responsive;
C. Receive and file Orange County Sanitation District’s Notice of Intent to Award dated June 3,
2021;
D. Receive and file Award Protest from Act 1 Construction, Inc. dated June 4, 2021, concerning
the award to Tovey/Shultz Construction, Inc.;
E. Receive and file response letter from Tovey/Shultz Construction, Inc. dated June 8, 2021,
regarding the bid protest of Act 1 Construction, Inc.;
F. Receive and file Orange County Sanitation District’s determination letter dated June 10, 2021,
to Act 1 Construction, Inc. responding to award protest;
G. Award a Construction Contract to Tovey/Shultz Construction, Inc. for South Perimeter Security
and Utility Improvements at Plant No. 1, Project No. P1-134, for an amount not to exceed
$4,396,779; and
H. Approve a contingency of $439,678 (10%).
BACKGROUND
Orange County Sanitation District (OC San) Plant No. 1 is located adjacent to the intersection of
Ward Street and Garfield Avenue in Fountain Valley. OC San’s security infrastructure along Ward
Street currently includes a chain link fence. Security infrastructure along Garfield Avenue includes a
block wall topped with a chain link fence, gates for employee and contractor access, and a guard
booth for the contractor gate. The Department of Homeland Security identifies OC San as critical
Orange County Sanitation District Printed on 6/30/2021Page 1 of 4
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OC6SAN
ORANGE COUNTY SANITATION DISTRICT
File #:2021-1572 Agenda Date:7/7/2021 Agenda Item No:9.
booth for the contractor gate.The Department of Homeland Security identifies OC San as critical
infrastructure.As such,OC San has adopted a standard perimeter wall height of 8 feet,which is
aligned with industry-standard security guidelines.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8 by awarding a construction
contract to the lowest responsive, responsible bidder
·Protect OC San assets
·Provide a safe and collegial workplace
PROBLEM
The southwest perimeter of Plant No.1 lacks the permanent security features implemented in other
areas of the Plant.In recent years,there have been encampments within the existing landscaping
along Ward Street and a break-in through the existing chain link fence which resulted in a theft.Also,
the approximately 25 feet of OC San property that extends outside the fence line is not available for
OC San’s use.
PROPOSED SOLUTION
Award a Construction Contract for South Perimeter Security and Utility Improvements at Plant No.1,
Project No.P1-134.This project will improve security around the southern and western perimeter of
Plant No.1 by replacing chain link fencing with a permanent wall,adding additional surveillance
equipment,and replacing a temporary guard booth with a permanent one.The project will also
integrate the back gate facilities into the overall aesthetic of the Plant by matching building materials
and landscaping to the existing facilities.The new landscaping along Ward Street includes the
replacement of the existing trees with new ones planted such that the new wall can be placed at the
property line.
TIMING CONCERNS
The security deficiencies identified at the southwest perimeter of Plant No. 1 will continue to exist.
RAMIFICATIONS OF NOT TAKING ACTION
If work does not proceed,the southwest perimeter area will continue to be vulnerable to security
issues.
ADDITIONAL INFORMATION
OC San advertised Project No.P1-134 for bids on March 18,2021,and six sealed bids were
received on May 4, 2021. A summary of the bid opening follows:
Engineer’s Estimate $5,143,000
Orange County Sanitation District Printed on 6/30/2021Page 2 of 4
powered by Legistar™
File #:2021-1572 Agenda Date:7/7/2021 Agenda Item No:9.
Bidder Amount of Bid
RT Contractor Corp.$4,350,000
Tovey/Shultz Construction, Inc.$4,396,779
Act 1 Construction, Inc.$4,799,251
Caliba Inc.$5,085,000
Mehta Mechanical Co. Inc.$5,324,000
MCEC Inc.$6,550,000
The bids were evaluated in accordance with OC San’s policies and procedures.During the
evaluation,it was determined RT Contractor Corp.was non-responsive when they were unable to
provide backup information to confirm the referenced projects submitted were of comparable size
and complexity.A notice was sent to all bidders on June 3,2021,informing them of the intent of OC
San to recommend award of the Construction Contract to Tovey/Shultz Construction, Inc.
Act 1 Construction,Inc.,the third low bidder,submitted a formal Protest of the award
recommendation to OC San on June 4,2021,alleging deficiencies in the Tovey/Shultz Construction,
Inc.bid due to failure to list a licensed surveyor as a subcontractor and listing more than one
subcontractor for the cabling/fiber optic scope of work.
Staff reviewed the Bid Protest and found that it does not merit a change to the award
recommendation for the following reasons:
1.The surveying subcontractor is not required to be listed because their bid is less than half of
one percent of the total bid.
2.The subcontractors are listed for different work, not both for fiber optic.
Based on the above,staff,in consultation with OC San’s General Counsel,determined the protest
had no merit.
CEQA
The project is exempt from CEQA under the Class 1,2,3,and 4 categorical exemptions set forth in
California Code of Regulations Sections 15301,15302,15303,and 15304.A Notice of Exemption
will be filed with the OC Clerk-Recorder after OC San’s Board of Directors approval of the
construction contract.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-9,South Perimeter Security &
Utility Improvements at Plant No, 1, Project No. P1-134).
Orange County Sanitation District Printed on 6/30/2021Page 3 of 4
powered by Legistar™
File #:2021-1572 Agenda Date:7/7/2021 Agenda Item No:9.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·OC San Notice of Intent to Award
·Act 1 Construction, Inc. Award Protest Letter
·Tovey/Shultz Construction, Inc. Company Response to Bid Protest Letter
·OC San Determination Letter - Response to Act 1 Construction, Inc. Award Protest
·Construction Contract
·Presentation
AB:dm:gc
Orange County Sanitation District Printed on 6/30/2021Page 4 of 4
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June 3, 2021 Via Email: kevinterry@toveyshultz.com
alex@toveyshultz.com
Kevin Terry
Alex DeLeeuw
Tovey/Shultz Construction, Inc.
18261 Collier Avenue, Unit A
Lake Elsinore, CA 92530
SUBJECT: Award Recommendation Notice
Project No. P1-134
South Perimeter Security and Utility Improvements at Plant No. 1
The Orange County Sanitation District (OC San) completed its evaluation of the Bids
submitted in response to the Invitation for Bids for the above-referenced Project. The
lowest responsive, responsible Bidder is Tovey/Shultz Construction, Inc. The
Evaluation Team is recommending Tovey/Shultz Construction, Inc. for contract award.
The award recommendation will be forwarded to OC San’s Operations Committee for
Contract award. Staff’s recommendation for Contract award will be included as an
item on OC San’s Operations Committee agenda. The Operations Committee Meeting
is scheduled for:
Date: July 7, 2021
Time: 5:00 P.M.
Location: Orange County Sanitation District
Board Room, Administration Building
10844 Ellis Avenue, Fountain Valley, CA 92708
If approved by the Operations Committee, the award recommendation will be
forwarded to OC San’s Board of Directors for Contract award. The Board of Directors
Meeting is scheduled for:
Date: July 28, 2021
Time: 6:00 P.M.
Location: Orange County Sanitation District
Board Room, Administration Building
10844 Ellis Avenue, Fountain Valley, CA 92708
The Final Agenda Report will be posted not less than 72 hours prior to the Board of
Directors and/or Operations Committee Meeting. Should you wish to determine if
the item has been placed on the agenda, please contact the Clerk of the Board at
(714) 593-7433.
Clarice Marcin
Senior Contracts Administrator
CMM:yp
cc: K. Millea, A. Brown, N. Nasrollahi, K. Lore, N. Dubrovski
~SAN
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue
Fountain Valley, CA 92708
714.962.2411
www.ocsan.gov
Marcin, Clarice Digitally signed by Marcin, Clarice
ON: dc=com, dc=insideocsd, ou=OCSDEndUserSupport, ou=AII Users,
ou=OCSDUsers, ou=Administrative Services, ou=230-Purchasing &
Contracts, cn=Marcin, Clarice, email=CMARCIN@OCSO.COM
Date: 2021.06.03 09:53:55 -07'00'
Our Mission: To protect public health and the environment by
providing effective wastewater collection, treatment, and recycling.
Serving:
Anaheim
Brea
Buena Park
Cypress
Fountain Valley
Fullerton
Garden Grove
Huntington Beach
Irvine
La Habra
La Palma
Los Alamitos
Newport Beach
Orange
Placentia
Santa Ana
Seal Beach
Stanton
Tustin
Villa Park
County of Orange
Costa Mesa
Sanitary District
Midway City
Sanitary District
Irvine Ranch
Water District
Yorba Linda
Water District
REF: South Perimeter Security and Utility Improvements at Plant No. l
SUBJECT: Bid Protest
DATE: 06/04/2021
To whom it may concern,
General Engineering Contractor
Please let this letter serve as ACT l's formal bid protest regarding South Perimeter Security and Utility Improvements at Plant
No. I (Project No. P 1-134). Regardless of the circumstances, our last intentions are to cause any inconveniences to which
inhibits the construction of this project or to cause any hardships for the Orange County Sanitation District. In our past
experiences bidding, we have had our bid determined non-responsive in an exact case such as this one, as we feel it is proper
protocol to bring this to your attention. I just wanted to follow up with the below information, which should help you properly
qualify the submitted apparent low bidder (Tovey/Shultz Construction, Inc.) in deeming them responsive or non-responsive.
Tovey/Shultz construction has the critical deficiencies as followed:
1. Tovey/Shultz failed to list a licensed surveyor for this project and Per California Public Works contract code 1720,
any subcontractor doing "construction" on a project shall be listed as a subcontractor and shall possess a valid DIR
number. For purposes of this paragraph, "construction" includes work performed during the design, site assessment,
feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land
surveying work, regardless of whether any further construction work is conducted, and work performed during the
postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of
this paragraph, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed
modular office systems. Public Cont. Code§ 4104(a)(I) & (b) therefore requires that prime contractor bidders on
public jobs list in their bid the name and the "portion of the work" to be performed by any subcontractor in an amount
in excess of $10,000 or more than .5% of the total bid price, whichever is greater. As explained above, which this
defect should deem Tovey/Shultz bid as unresponsive.
2. Tovey Shultz specified more than one subcontractor for the cabling/fiber optic scope of work (ITI and LEED
Electric). Per Public Contract Code section 4106 states, "If a prime contractor fails to specify a subcontractor or if a
prime contractor specifies more than one subcontractor for the same portion of work to be performed under the
contract in excess of one-half of 1 percent of the prime contractor's total bid, the prime contractor agrees that he or
she is fully qualified to perform that portion himself or herself, and that the prime contractor shall perform that
portion himself or herself.". Furthermore, fiber optic cabling work can only be performed by a contractor who has
such a specialty license (C-7 low voltage systems license, which Tovey Shultz does not have). Thus, since Tovey
Shultz doesn't have a low voltage license and by listing two subcontractors it makes them have to self-perform this
scope, which they cannot. Furthermore, ACT 1 received bids from both ITI and LEED companies at bid time and ITI
is not certified to install the specified fiber optic system per the plans/specs. Such failure to comply with the bid
specifications set forth at time of bid further asserts that Tovey Shultz defects are incurable and shall be deemed an
unresponsive bidder.
Thank you for taking the time to look into our findings and hopefully this helps you in qualifying the bids received. If you
need any additional information, please let us know!
Sincerely,
~on Trenholm ~~ ~
444 Sixth Street / PO Box 5087
Norco, CA 92860
(951) 735-1184 phone
(951) 737-5342 fax
www.actlcanst.com
PH: 951.471.5677 | FAX: 951.471.5345 |18261 Collier Ave, Unit A, Lake Elsinore, CA 92530 | CA LIC #549838
Building Higher Expectations | www.toveyshultz.com
June 8, 2021
Clarice Marcin
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708
Re: Response to Bid Protest by Act 1 Construction
Project No: P1-134
South Perimeter Security and Utility Improvements at Plant No. 1
Dear Ms. Marcin,
In his letter of June 4, 2021, Mr. Don Trenholm of Act 1 Construction (Act 1) claims the bid submitted by
Tovey/Shultz Construction, Inc. (Tovey/Shultz), is nonresponsive. Mr. Trenholm is mistaken.
Tovey/Shultz's bid is responsive to the request for bids and the requirements of the Subletting and
Subcontracting Fair Practices Act set forth at California Public Contract Code § 4100 et seq.
Whether a bid on a public works project is nonresponsive must usually be determined from the face of
the bid, and "a bid is responsive if it promises to do what the bidding instructions demand." (Taylor Bus
Service, Inc. v. San Diego Bd. of Education (1987) 195 Cal.App.3d 1331, at 1341.) Tovey/Shultz's bid
meets this standard.
Act 1 raises two grounds on which it claims Tovey/Shultz's bid is nonresponsive: (1) that Tovey/Shultz
does not list a surveyor among its list of subcontractors, and (2) that it failed to list a qualified contractor
for the fiber optic cabling. Both claims are incorrect.
1. Tovey/Shultz is not required to list the surveyor in its bid. That Tovey/Shultz did not list a surveyor in
its bid does not make its bid nonresponsive. The bid amount from the surveyor Tovey/Shultz will use on
this project is $18,340, which is less than 1/2 of 1% of Tovey/Shultz's bid. As Act 1 notes, subcontracts
for amounts less than the greater of $10,000 or 1/2 of 1% of the prime contractor's bid are not required
to be listed in the prime contractor's bid. (See Public Contract Code § 4104, subd. (a)(1).) Tovey/Shultz's
bid is $4,396,779, so 1/2 of 1% is $21,983.90. The surveyor bid is for a lesser amount so plainly the
surveyor did not need to be listed as a subcontractor in Tovey/Shultz's bid.
2. Tovey/Shultz did list a qualified fiber optic subcontract. Here Act 1 makes two claims both of which
are false. Act 1 claims Tovey/Shultz listed two subcontractors for this scope of work. This is incorrect.
Tovey/Shultz listed only Intersect Technology Institute dba ITI Cabling for the fiber optic work. Act 1 also
claims that ITI Cabling is not certified to install the specified system. This is also incorrect. While this
issue goes beyond the face of Tovey/Shultz's bid and, as such, does not raise a question of
responsiveness, ITI Cabling is certified on the system specified for this project. That certification is
enclosed with this letter.
PH: 951.471.5677 | FAX: 951.471.5345 |18261 Collier Ave, Unit A, Lake Elsinore, CA 92530 | CA LIC #549838
Building Higher Expectations | www.toveyshultz.com
Finally, even if Tovey/Shultz had listed two subcontractors for this scope of work, which it did not do,
Act 1 is incorrect in claiming that Tovey/Shultz does not have the licensing required to do this work.
Tovey/Shultz has a class B general building contractor's license. By statute, a general building contractor
can perform any building contract involving more than two unrelated trades or crafts, not counting
framing or carpentry, except that a general building contract cannot perform fire protection work or
well digging without being licensed in those separate classifications. (See Business and Professions Code
§ 7057.) Tovey/Shultz is not precluded by the pertinent licensing statutes from taking a contract that
would require it to self-perform low voltage electrical work so long as the building contract in question
involves more than two unrelated trades or crafts when not counting framing and carpentry, as is the
case here. Thus, while Tovey/Shultz does not admit it listed two subcontractors to do the fiber optic
scope of work, if it had done so this would not be grounds for rejecting Tovey/Shultz's bid as
nonresponsive.
Tovey/Shultz contends it should be awarded the contract for the above identified project because
Tovey/Shultz is the low responsive bidder. The objections raised by Act1 are incorrect and are contrary
to the intent of the competitive bidding statutes and the public policy of this State:
“These [bid protest] considerations must be evaluated from a practical rather than a
hypothetical standpoint, with reference to the factual circumstances of the case. They must also
be viewed in light of the public interest, rather than the private interest of a disappointed
bidder. ‘It certainly would amount to a disservice to the public if a losing bidder were to be
permitted to comb through the bid proposal or license application of the low bidder after the
fact, [and] cancel the low bid on minor technicalities, with the hope of securing acceptance of
his, a higher bid. Such construction would be adverse to the best interests of the public and
contrary to public policy.’
Bay Cities Paving & Grading, Inc. v. City of San Leandro, supra, 223 Cal.App.4th 1181, 1189, quoting from
Ghilotti Construction Co v. City of Richmond (1996) 45 Cal.App.4th 897, 908-909.
Sincerely,
Tovey/Shultz Construction, Inc.
Kevin Terry
President and CEO
• SUMITOMO ELECTRIC
LIGHTWAVE
FutureFLEX® Air-Blown Fiber Solution
Licensed FutureFLEX® Installer (LFI)
ITI Cabling Inc.
L1812101
Sub-License Registration Number
~ TM
FutureFLEX
AIR-BLOWN NETWORK
SOLUTIONS
12/31/2021
Valid Through
12/04/2018
Licensed Since
June 10, 2021 Via Email:bids@act1const.com
Don Trenholm
Tiffany Trenholm
Act 1 Construction, Inc.
444 Sixth Street
Norco, CA 92860
SUBJECT: OC San Response to Act 1 Construction, Inc.’s Bid Protest
Project No. P1-134, South Perimeter Security and Utility Improvements at
Plant No. 1
____________________________________________________________________
On June 4, 2021, the Orange County Sanitation District (“OC San”) received a Bid
protest (“Protest”) from your firm, Act 1 Construction, Inc. (“Act 1”). OC San has
reviewed the Protest, all necessary facts and written materials submitted, and hereby
rejects Act 1’s Protest.
In summary, Act 1 argued that the bid submitted by Tovey/Shultz Construction, Inc.
(“Tovey/Shultz”) was nonresponsive and should be rejected for the following reasons:
1) Tovey/Shultz failed to list a licensed surveyor, a subcontractor in excess of one-half
of one percent of the total bid, and 2) Tovey/Shultz listed more than one
subcontractor for the same work, one of which, Intersect Technology Institute dba ITI
Cabling (“ITI Cabling”), is not certified to install the specified system. OC San has
determined that those items are incorrect.
1. Public Contract Code section 4104(a)(1) requires the Bidder to list in its Bid
subcontractors whose bid is in excess of one-half of one percent of the prime
contractor’s total bid. One half of one percent of Tovey/Shultz’ bid is $21,983.90
($4,396,779 x .005). Based on a bid Tovey/Shultz received, the cost for the surveying
work will be $18,340. Since the price for the surveying work is lower than one half of
one percent of Tovey/Shultz’ bid, the subcontractor was not required to be listed.
2. Public Contract Code section 4104(b) specifies that “The prime contractor shall list
only one subcontractor for each portion as is defined by the prime contractor in his or
her bid.” Tovey/Shultz specified only one subcontractor, ITI Cabling, for the fiber optic
scope of work. LEED Electric Inc. is a listed subcontractor for electrical, comm.
Cabling, CCTV, Security. In addition, ITI Cabling has a C-7 license and is certified
(see attached certificate).
Determination
Based on the determinations above, OC San’s original determination stands, and
therefore Tovey/Shultz is a responsive and responsible bidder. Accordingly, Act 1’s
Protest is rejected.
Don Trenholm
Tiffany Trenholm
Page 2
June 10, 2021
Revision 110218
OC San will proceed to recommend that the Contract be awarded to the lowest
responsive and responsible bidder, Tovey/Shultz Construction, Inc., at the Board of
Directors Meeting on July 28, 2021.
Ruth Zintzun
Purchasing & Contracts Manager
CMM
Attachment: ITI Cabling Certification
• SUMITOMO ELECTRIC
LIGHTWAVE
FutureFLEX® Air-Blown Fiber Solution
Licensed FutureFLEX® Installer (LFI)
ITI Cabling Inc.
L1812101
Sub-License Registration Number
~ TM
FutureFLEX
AIR-BLOWN NETWORK
SOLUTIONS
12/31/2021
Va lid Through
12/04/2018
Licensed Since
C-CA-103020
PART A
CONTRACT AGREEMENT
C-CA-103020
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 ......................... 8
SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ............................................................................................ 10
SECTION – 13 COMPLETION ................................................................................. 10
SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION ....................... 10
SECTION – 15 SURETY BONDS ............................................................................ 12
SECTION – 16 INSURANCE .................................................................................... 13
SECTION – 17 RISK AND INDEMNIFICATION ....................................................... 23
SECTION – 18 TERMINATION ................................................................................ 23
SECTION – 19 WARRANTY .................................................................................... 23
SECTION – 20 ASSIGNMENT ................................................................................. 24
SECTION – 21 RESOLUTION OF DISPUTES ........................................................ 24
SECTION – 22 SAFETY & HEALTH ........................................................................ 25
SECTION – 23 NOTICES ......................................................................................... 25
CONFORMED C-CA-103020 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 1 of 26
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. P1-134
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1
THIS AGREEMENT is made and entered into, to be effective, this July 28, 2021, by and
between Tovey/Shultz Construction, Inc., 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.
C-CA-103020 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 2 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 the date for submittal 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
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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:
PROJECT NO. P1-134
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1
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SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. P1-134
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1
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 four hundred fifty-five (455) 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 ten (10) calendar days determined by OCSD likely
to be inclement weather when CONTRACTOR will be unable to work.
In addition, CONTRACTOR shall accomplish such milestones within the periods of performance
set forth in Appendix A of the Special Provisions entitled “Work Completion Schedule.”
SECTION – 6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details, and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR’s Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
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accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the work of subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION – 7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, “Extension of Time 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”.
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In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Project by the number of days, if
any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by
OCSD’s ENGINEER. The decision of the ENGINEER shall be final.
SECTION – 9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Document, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method, or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, “Request for Change (Changes at CONTRACTOR’s Request)” and “OWNER
Initiated Changes”.
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.”
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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 Four Million Three Hundred Ninety-Six Thousand
Seven Hundred Seventy-Nine Dollars ($4,396,779) 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
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
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releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, “Payment for Work – General”. The Total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by OCSD’s ENGINEER.
The processing of payments shall not be considered as an acceptance of any part of the
Work.
B. As used in this Section, the following defined terms shall have the following meanings:
1. “Net Progress Payment” means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. “Progress Payment” means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
c. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
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.”
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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.”
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.
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B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR
agrees that not less than said prevailing rates shall be paid to workers employed on this
public works Contract as required by Labor Code Section 1774 of the State of California.
Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of
per diem wages at its principal office and at each job site, which shall be made available to
any interested party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00) for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00)
or more.
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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
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
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amount of one hundred percent (100%) of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds
are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the
State Insurance Commissioner to do business in California. The Performance Bond shall
remain in full force and effect through the warranty period, as specified in Section 19 below. All
Bonds required to be submitted relating to this Contract must comply with California Code of
Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety
insurer under penalty of perjury, or the fact of execution of each Bond shall be duly
acknowledged before an officer authorized to take and certify acknowledgments, and either one
of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION – 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
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insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, “Final Acceptance and Final Completion”. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
“Request for Change (Changes at CONTRACTOR’s Request)” and/or “OWNER Initiated
Changes”, the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR’s risk at any time during the course of the Project. No vehicles may enter
OCSD 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
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requirement(s) providing the more protective coverage for both OSCD and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
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.
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 (except for Professional Liability/Errors and Omissions coverages, if
applicable) 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.
A. Limits of Insurance
1. General Liability: Two Million Dollars ($2,000,000) per occurrence and a general
aggregate limit of Four Million Dollars ($4,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
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evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Two Million Dollars
($2,000,000) per occurrence and a general aggregate limit of Four Million
Dollars ($4,000,000) 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. If aggregate limits apply separately to this
contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
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
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assume responsibility of insurer until the deductible, SIR, or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either (1) a combined single limit of Two Million Dollars ($2,000,000) for bodily injury,
personal injury and property damage;
Or alternatively, (2) One Million Dollars ($1,000,000) per person for bodily injury, Two
Million Dollars ($2,000,000) per accident for bodily injury, and One Million Dollars
($1,000,000) 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.
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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 to OCSD.
5. Worker’s Compensation/Employer’s Liability: CONTRACTOR shall provide such
Worker’s Compensation Insurance as required by the Labor Code of the State of
California, including employer’s liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
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 Two Million
Dollars ($2,000,000) and shall apply to sudden and non-sudden pollution conditions
(including sewage spills), both at the site or needed due to migration of pollutants
from the site, resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants,
contaminants or pollutants.
If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the
right to approve or reject such coverage in its own discretion. If written on a claims-
made basis, the CONTRACTOR warrants that any retroactive date applicable to
coverage under the policy precedes the effective date of this Contract, and that
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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.
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:
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.
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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.
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s) will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an “A-“, or better, Policyholder’s Rating, and a Financial Rating of at
least Class 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
CONFORMED C-CA-103020 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 21 of 26
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.
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.
C-CA-103020 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 22 of 26
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 Iisted 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
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
CONFORMED C-CA-103020 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 23 of 26
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
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
C-CA-103020 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 24 of 26
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.
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.
CONFORMED C-CA-103020 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 25 of 26
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 Contractor Safety Standards.
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: Tovey/Shultz Construction, Inc. 18261 Collier Avenue, Unit A Lake Elsinore, CA 92530
Copy to: Kevin Terry, President & CEO
Tovey/Shultz Construction, Inc. 18261 Collier Avenue, Unit A Lake Elsinore, CA 92530
C-CA-103020 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 26 of 26
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Tovey/Shultz Construction, Inc.
18261 Collier Avenue, Unit A
Lake Elsinore, CA 92530
By______________________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 549838 (Expiration Date – 12/31/2022)
OCSD: Orange County Sanitation District
By______________________________
John B. Withers Board Chairman By______________________________
Kelly A. Lore Clerk of the Board
By______________________________ Ruth Zintzun Purchasing & Contracts Manager
C-EXA-080414
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
CONFORMED C-EXA-080414 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 1 of 8
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 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.
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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.
CONFORMED C-EXA-080414 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 3 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.
C-EXA-080414 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 4 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
CONFORMED C-EXA-080414 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 5 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.
C-EXA-080414 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 6 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.
CONFORMED C-EXA-080414 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 7 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
C-EXA-080414 CONFORMED PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Tovey/Shultz Construction, Inc.) BF-14 Schedule of Prices, Pages 1-2
Bid Submitted By: Tovey/Shultz Construction, Inc
(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
RESPONSIVE AND 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-042720
PROJECT NO. P1-134
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1
Page 1 of 2
BF-14 SCHEDULE OF PRICES C-BF-042720 PROJECT NO. P1-134 SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1 Page 2 of 2
Bid Submitted By: ______________________________________ (Name of Firm)
EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item No. Description Unit of Measurement Approx Qty Unit Price Extended Price
1. Mobilization as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $200,000
2. Sheeting, Shoring & Bracing as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $
3. All other portions of the Work, except the Work of Item Nos. 1 through 2 and 4, as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $
4. Demobilization including final progress payment, clean-up and retention of the Project site as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $50,000
TOTAL AMOUNT OF BID (BASIS OF AWARD) $
Tovey/Shultz Construction, Inc
30,000
4,116,779
4,396,779
6/30/2021
1
South Perimeter Security and Utility
Improvements at Plant No. 1
Project No. P1‐134
Presented by:
Jeff Mohr
Engineering
Manager
Operations
Committee
July 7, 2021
Construction Contract Award
Scope of Work Overview
New wall, landscaping, security and lighting improvements New guard booth
1
2
Garfield Ave
Security and lighting improvements, no change to wall 3 2
1
2
6/30/2021
2
Scope Area 1 –Ward Street
•New wall ~25 feet closer to
property line
•Security cameras & lighting
•Trees inside wall to screen
future facilities
•New landscaping outside
wall
Approx new wall location
Approx exist fence location
3
Scope Area 2 –Guard Booth
•New guard booth to
match front gate booth
•New pedestrian gate
Existing Temporary
Guard Booth
4
3
4
6/30/2021
3
Scope Area 3 –Garfield Avenue
•Lighting & security enhancements
•Disconnect from potable water in street
•Reconnect within plant
5
Bid Results
Bidder Amount of Bid
Engineer’s Estimate $5,143,000
1. RT Contractor Corp. (non‐responsive)$4,350,000
2. Tovey/Shultz Construction, Inc. $4,396,779
3. Act 1 Construction, Inc. $4,799,251
4. Caliba Inc. $5,085,000
5. Mehta Mechanical Co. Inc. $5,324,000
6. MCEC Inc. $6,550,000
6
5
6
6/30/2021
4
7
•3rd Low Bidder, Act 1 Construction, Inc., alleged bid deficiencies by Tovey/Shultz Construction:
1. Failure to list licensed surveyor
2. Listing more than one subcontractor for a part of the work
• Staff reviewed with General Counsel and determined the protest does not merit a change to the award recommendation
1. Surveyor isn’t required to be listed as their bid is less than 0.5% of the total bid
2. Two subcontractors were not listed for the same work
Protest
8
Recommendations
Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for South
Perimeter Security and Utility Improvements at Plant No. 1,
Project No. P1‐134;
B. Reject the bid from apparent low bidder, RT Contractor Corp.,
as non‐responsive;
C. Receive and file Orange County Sanitation District’s Notice of
Intent to Award dated June 3, 2021;
D. Receive and file Award Protest from Act 1 Construction, Inc.
dated June 4, 2021, concerning the award to Tovey/Shultz
Construction Inc.;
7
8
6/30/2021
5
9
Recommendations (continued)
E. Receive and file response letter from Tovey/Shultz Construction
Inc. dated June 8, 2021 regarding the bid protest of Act 1
Construction, Inc.;
F. Receive and file Orange County Sanitation District’s
determination letter dated June 10, 2021 to Act 1 Construction
Inc. responding to award protest;
G. Award a Construction Contract to Tovey/Shultz Construction Inc.
for South Perimeter Security and Utility Improvements at Plant
No. 1, Project No. P1‐134, for an amount not to exceed
$4,396,779; and
H. Approve a contingency of $439,678 (10%).
Questions
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OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1573 Agenda Date:7/7/2021 Agenda Item No:10.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO.1,PROJECT
NO. P1-134
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with HDR Engineering, Inc. to
provide construction support services for South Perimeter Security and Utility Improvements at
Plant No. 1, Project No. P1-134, for an amount not to exceed $235,000; and
B. Approve a contingency of $23,500 (10%).
BACKGROUND
HDR Engineering,Inc.was selected as part of a competitive,qualifications-based solicitation process
to design Headquarters Complex,Site and Security,and Entrance Realignment Program,Project No.
P1-128.At the time of the solicitation,the Orange County Sanitation District (OC San)documented
its intent to award a subsequent Agreement to the design consultant for continuation of engineering
services during construction.
The south perimeter security and utility improvements were subsequently removed from the scope
during design and were added to a new budget book project,South Perimeter Security and Utility
Improvements at Plant No.1,Project No.P1-134.The design for this project was completed under
the original design agreement for the Headquarters.
This project will improve Plant No.1 security by replacing chain link fencing with a permanent wall,
adding additional surveillance equipment,and replacing the temporary guard booth with a permanent
one.The project will also integrate the back gate facilities into the overall aesthetic of Plant No.1 by
matching building materials and landscaping to the existing permanent facilities.
RELEVANT STANDARDS
·Comply with California Government Code Section 4526 to engage the best qualified firm “on
the basis of demonstrated competence and qualifications”and “negotiate fair and reasonable
fees”
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File #:2021-1573 Agenda Date:7/7/2021 Agenda Item No:10.
·Ensure the public’s money is wisely spent
PROBLEM
This project requires the design consultant to provide as-needed services during construction
including submittal review,responding to the Contractor’s requests for information,reviewing
construction change orders,participating in meetings,attending site visits,and preparing record
drawings.
PROPOSED SOLUTION
Award a Construction Services Contract with the design consultant HDR Engineering,Inc.to provide
engineering construction services during construction.
TIMING CONCERNS
Engineering support services will be needed at the start of construction.Construction is anticipated
to start in August 2021.
RAMIFICATIONS OF NOT TAKING ACTION
The engineering support services needed to facilitate and review construction activities would not be
available by the Engineer of Record, which may negatively impact the contract execution.
PRIOR COMMITTEE/BOARD ACTIONS
June 2016 -Approved a Professional Design Services Agreement with HDR Engineering,Inc.to
provide architectural and engineering design services for the Headquarters Complex,Site and
Security,and Entrance Realignment Program,Project No.P1-128,for an amount not to exceed
$11,785,709; and approved a contingency of $1,178,571 (10%).
ADDITIONAL INFORMATION
HDR Engineering,Inc.has successfully furnished engineering services for the design of this project
and their support services during construction will provide continuity through the completion of the
project.Staff negotiated with HDR Engineering,Inc.for these support services in accordance with
OC San’s adopted policies and procedures.
A review of the proposed price was conducted using estimated quantities of requests for information,
submittals,meetings,site visits,change order review,and design revisions,as well as the level of
effort for preparing record drawings.Based on this review,staff determined the negotiated fee to be
fair and reasonable for these services.
CEQA
The project is exempt from CEQA under the Class 1,2,3,and 4 categorical exemptions set forth in
California Code of Regulations Sections 15301,15302,15303,and 15304.A Notice of Exemption
will be filed with the OC Clerk-Recorder after OC San’s Board of Directors approval of the
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File #:2021-1573 Agenda Date:7/7/2021 Agenda Item No:10.
will be filed with the OC Clerk-Recorder after OC San’s Board of Directors approval of the
Professional Construction Services Agreement.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-9,South Perimeter Security &
Utility Improvements at Plant No. 1, Project No. P1-134).
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Professional Construction Services Agreement
·Presentation
AB:dm:gc
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PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 1 of 19
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into to be effective the 28th day of July, 2021 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "OC SAN", and HDR Engineering, Inc., for purposes of this Agreement hereinafter referred to as
"CONSULTANT". WITNESSETH: WHEREAS, OC SAN desires to engage a CONSULTANT to provide Construction Support Services for Project No. P1-134 South Perimeter Security and Utility Improvements at Plant No.1; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, OC SAN has adopted procedures in accordance with OC SAN’s Purchasing Ordinance Section 4.03(B) for the continuation of services and has proceeded in accordance
with said procedures to perform this work; and, WHEREAS, at its regular meeting on July 28, 2021 the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee pursuant to OC SAN’s Purchasing Ordinance to approve this Agreement between OC SAN and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications,
and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve
the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the industry standards of engineering practice for clarity, uniformity, and completeness.
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C. In the event that work does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional
compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. OC SAN may charge to CONSULTANT all
costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using OC SAN standard software. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of thirty (30) calendar days during which OC SAN shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN.
E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates
compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written
consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Two Hundred Thirty-five
Thousand Dollars ($235,000). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment
“E” - Fee Proposal. B. Labor
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
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C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee
Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of
Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal.
F. Direct Costs
OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” – Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
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G. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test
equipment and tooling and other materials and services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment information. H. Reimbursable Direct Costs OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this Agreement. The reimbursement of the above-mentioned expenses will be based on an “accountable plan” as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by
IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#.
The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or “per diem” as deemed the most practical.
CONSULTANT shall be responsible for returning to OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN. Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance. Local Travel is considered travel by the CONSULTANT within OC SAN general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle
for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel.
However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will
be made on a case-by-case basis and at the discretion of OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
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I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT
shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total
compensation is not increased. 4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 - AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 - COMPENSATION hereof in the format as
required by OC SAN. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data,
including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per-project-element basis. If OC SAN determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or
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ii. The percentage of the work accomplished for each project element.
He may, at his discretion, retain an amount equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, OC SAN shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the
terms of this Agreement, and upon acceptance of such work by OC SAN, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon
termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved
by OC SAN; c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim.
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5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction
contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants
shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the
Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. DOCUMENT OWNERSHIP – SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS
A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches,
drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes
use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and
includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
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B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent
changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State
Compensation Insurance Fund, for the required policy of Worker’s Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”.
Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its
agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with Two Million Dollars ($2,000,000)
aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or
assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, and cross liability and severability of interest clauses. A statement on
an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess
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coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits
for general liability and automotive liability. D. Automotive/Vehicle liability Insurance
The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker’s Compensation Insurance The CONSULTANT shall provide such Workers’ Compensation Insurance as
required by the Labor Code of the State of California in the amount of the statutory limit, including Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker’s Compensation
Insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California
Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this Paragraph. If
the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services
hereunder. In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period,
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new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before work commences. OC SAN
reserves the right to require redacted copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Additional Insurance (General Liability)
(ISO Form) CG2010 11 85 or The combination of (ISO Forms)
CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured
(Auto Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation State Compensation Insurance Fund
Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund
Endorsement No. 2065 or equivalent. H. Cancellation Notice
Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days’ prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days’ written notification. The policy shall not terminate, nor shall it be cancelled, nor materially changed until thirty (30) days after written
notice is given to OC SAN except for nonpayment of premium, which shall require not less than ten (10) days written notice to OC SAN. Should there be
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changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT shall send to OC SAN a certified letter which includes a
description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by OC SAN not less than thirty (30) days prior to the
effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to OC SAN. I. Primary Insurance All liability policies shall contain a Primary and Non-Contributory Clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured
All liability policies shall contain a “Separation of Insureds” clause.
K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by OC SAN. M. Defense Costs
General and Automobile Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not
deplete any policy limits. N. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT.
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8. SCOPE CHANGES
In the event of a change in the Scope of Work, requested by OC SAN, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees.
9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT’s project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2 -COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 10. ENGINEERING REGISTRATION The CONSULTANT’s personnel are comprised of registered engineers and a staff of
specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The
CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants.
B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN
determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with Generally Accepted Accounting Principles (GAAP). The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 13 of 19
submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the
CONSULTANT will be available to assist OC SAN’s auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of OC SAN. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid.
Notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT
10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator
Copy: Andrew Brown, Project Manager Notices shall be mailed to CONSULTANT at:
HDR Engineering, Inc. 3230 El Camino Real, Suite 200 Irvine, CA 92602 Attention: Kip D. Field, PE, Senior Vice President
All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN’s staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 14. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
through and including the effective date of termination. OC SAN may also terminate this AGREEMENT for cause but only after providing CONSULTANT written notice of the breach and a reasonable opportunity to cure.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 14 of 19
Notice of termination shall be mailed to OC SAN and/or CONSULTANT in accordance with Section 13 - NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 16. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays
employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. 17. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party.
18. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar
organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 15 of 19
20. PROGRESS REPORTS
Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2) future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible
delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the deficiency(ies). 22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities,
causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses including without limitation, reasonable attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and OC SAN’s general and administrative expenses (individually, a “Claim”, or collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the
foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from:
(A) the sole or active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, consultant, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 16 of 19
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the
provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder.
The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being
provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. Additionally, in no event shall the cost to defend charged to Consultant exceed Consultant’s proportionate percentage of fault. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. CONSTRUCTION PROCEDURES
Consultant’s observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. Consultant shall not
control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. Consultant shall not be responsible for the acts or omissions of the contractor or other parties on the project.
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 17 of 19
25. CONSULTANT PERFORMANCE
The CONSULTANT’s performance shall be evaluated by OC SAN. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by OC SAN and may be considered in future
CONSULTANT selection processes. 26. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 27. CLOSEOUT When OC SAN determines that all Work authorized under the Agreement is fully
complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the Consultant written notice that the Agreement will be
closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or
otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or agreement with, the CONSULTANT’s request for final Agreement Acceptance.
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1 Page 18 of 19
28. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
[THIS SECTION INTENTIONALLY LEFT BLANK]
PCSA Project No. P1-134 Revised 101620 South Perimeter Security and Utility Improvements at Plant No.1
Page 19 of 19
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above
written.
HDR ENGINEERING, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ John B. Withers Date
Board Chairman
By __________________________________________________ Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Ruth Zintzun Date Purchasing & Contracts Manager
Attachments: Attachment “A” – Scope of Work
Attachment “B” – Not Used Attachment “C” – Not Used Attachment “D” – Allowable Direct Costs Attachment “E” – Fee Proposal Attachment “F” – Not Used Attachment “G” – Not Used Attachment “H” – Not Used Attachment “I” – Cost Matrix & Summary
Attachment “J” – Not Used Attachment “K” – Minor Subconsultant Hourly Rate Schedule Attachment “L” – Contractor Safety Standards
CMM:ms
SCOPE OF WORK PROJECT NO. P1-134
Page 1 of 8
SOUTH PERIMETER SECURITY AND UTILITY IMPROVEMENTS AT PLANT NO. 1
PROJECT NO. P1-134
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT REQUEST FOR PROPOSAL
ATTACHMENT A – SCOPE OF WORK
SCOPE OF WORK PROJECT NO. P1-134
Page 2 of 8
TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................... 3
II. PROJECT SCHEDULE ....................................................................................................... 3
III. PROJECT IMPLEMENTATION ........................................................................................... 3
PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES ...................................................... 3
Task 4.1 – Project Management ............................................................................................... 4 Task 4.2 – Initial Project Meetings ............................................................................................ 4 Task 4.3 – Submittal Reviews ................................................................................................... 5 Task 4.4 – Request for Information (RFIs) ................................................................................ 5 Task 4.5 – Contract Document Modifications, Design Changes and Change Orders ................ 6 Task 4.6 – Construction Progress Meetings and Site Visits ...................................................... 6
PHASE 6 – CLOSEOUT ........................................................................................................... 6
Task 6.1 – Final Inspection and Punch Lists ............................................................................. 7 Task 6.2 – Record Drawings ..................................................................................................... 7
IV. STAFF ASSISTANCE ......................................................................................................... 8
SCOPE OF WORK PROJECT NO. P1-134
Page 3 of 8
I. SUMMARY
Provide construction engineering support services for the construction and installation, commissioning, and closeout phases of this project.
II. PROJECT SCHEDULE
The schedule for the services specified in this Scope of Work shall be provided per the construction contract schedule, and the following schedule constraints:
Task(s) Period of Performance
Submittals As described under Task 4.3 titled “Submittal Reviews”
Requests for Information As described under Task 4.4 titled “Requests for Information (RFIs)”
Record Drawings Draft Record Drawings shall be submitted to OCSD within 60 days of receipt from OCSD of
the approved Contractor’s As-Built Drawings. The final Record Drawings shall be submitted within 21 days of receipt of OCSD comments on the Draft Record Drawings.
III. PROJECT IMPLEMENTATION
All Orange County Sanitation District (OCSD) projects are divided into six phases. CONSULTANT shall provide engineering support services for Phase 4 Construction and
Installation Services, Phase 5 Commissioning, and Phase 6 Closeout.
Phase 1 – Project Development – Completed Phase 2 – Preliminary Design – Completed
Phase 3 – Final Design – Completed Phase 4 – Construction and Installation Services Phase 5 – Commissioning Services – Not Used Phase 6 – Closeout
PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES
OCSD will administer and provide field inspection for construction contract. Construction and support services shall be provided by the CONSULTANT as requested by OCSD.
CONSULTANT shall provide the key management personnel as described in their proposal on this project. CONSULTANT shall not reassign the key project personnel without prior approval of OCSD. OCSD may request reassignment of any of the CONSULTANT’s or their subconsultant’s personnel, based on that individual’s performance.
For all services, CONSULTANT shall refer to Engineering Design Guidelines, Chapter 01 for detailed requirements.
Quality Assurance/Quality Control (QA/QC): CONSULTANT shall administer a program of QA/QC procedures for producing quality work and shall effectively manage and control the work. Specific procedures shall include but not be limited to planning, coordination, tracking, checking, reviewing, and scheduling the work. CONSULTANT shall subject all work products
prepared by the CONSULTANT to the CONSULTANT’s in-house QA/QC procedures prior to
SCOPE OF WORK PROJECT NO. P1-134
Page 4 of 8
submittal to Orange County Sanitation District (OCSD). QA/QC hours and costs shall be incorporated into other tasks within this Scope of Work.
Task 4.1 – Project Management
CONSULTANT shall be responsible for detailed management of the project, including managing its subconsultants, and shall keep OCSD apprised of the status of the project.
CONSULTANT shall not reassign the key personnel without prior acceptance by OCSD. OCSD may request reassignment of any of the CONSULTANT’s personnel, based on that individual’s
poor performance.
CONSULTANT shall conduct monthly project management meetings with OCSD’s Project Manager. These meetings shall be attended by OCSD’s Project Manager and CONSULTANT’s
Project Manager at a mutually agreeable time. The purpose of the meetings shall be to review the CONSULTANT Project Manager’s progress report and the status of the project scope, budget, and any issues which may affect completion of the project. Meetings should be
arranged so that the progress report can be submitted shortly prior to or at each meeting.
CONSULTANT shall prepare and submit monthly invoices to OCSD no later than the second Wednesday of the following month. The invoices shall document the hours and billing rate for
each person that works on the project for each task in the WBS. Overhead, profit, and any direct costs shall also be shown for each task. As part of the summary section of the invoice, CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget amount remaining
• Current billing period “total percent invoice to date”
• Current billing period “total percent completed to date”
The monthly progress report and project schedule shall be submitted with the project invoice as part of the monthly request for payment.
CONSULTANT shall also provide the percent budget spent for each of OCSD’s WBS cost codes (i.e. by work package and phase). OCSD shall provide a list of cost codes by phase to the CONSULTANT.
CONSULTANT shall also provide a summary of progress and expenditures to date.
OCSD will provide a sample invoice structure to CONSULTANT at the beginning of the project.
Task 4.2 – Initial Project Meetings
4.2.1 - Construction Hand-Off Workshop
CONSULTANT shall participate in a one-hour construction hand-off workshop. The purpose of the workshop is for the CONSULTANT and OCSD design teams to transfer project-specific knowledge to the OCSD construction management and inspection staff who will be managing
and monitoring construction. Topics that might be covered in this meeting include the following:
• Overview of objective of the project
• Review of project elements
• Review of sequencing constraints
• Key issues to be addressed during construction
• Identification of risks and discussions of contingency plans
SCOPE OF WORK PROJECT NO. P1-134
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The workshop will be led by OCSD’s Project Engineer and CONSULTANT’s Project Manager and Project Engineer.
4.2.2 - PMWeb Procedures Meeting and Submittal Review Procedures
CONSULTANT shall participate in a one-hour PMWeb procedure meeting and Submittal Procedure Meeting. The purpose of this meeting is to review the roles and logistics for review and approval of construction contract documents and Contractor Submittals. The CONSULTANT’s Project Manager and Project Engineer shall attend in person.
The project will utilize PMWeb as the web-based Project Control Management System (PCMS). The PCMS shall be utilized for Project communication, tracking, and management. PCMS utilization is to facilitate the electronic exchange of information, the automation of key
processes, and the overall management of the contract. When required by the OCSD, paper documents shall also be provided. In the event of discrepancy between the electronic version and paper documents, the electronic documents within PCMS shall govern.
4.2.3 - Preconstruction Conference
CONSULTANT shall participate in a one-hour Preconstruction Conference attended by OCSD
staff, CONSULTANT, the Contractor, subcontractors, and vendors. This meeting will be scheduled and presided over by OCSD. In this meeting, OCSD’s Resident Engineer will describe CONSULTANT’s role in the project as the Design Engineer and the services CONSULTANT shall provide during construction. OCSD will prepare meeting minutes and CONSULTANT shall review and comment on the minutes.
Task 4.3 – Submittal Reviews
OCSD will receive and log-in all submittals from the Contractor. OCSD will forward copies of selected shop drawing and submittals requiring CONSULTANT review. CONSULTANT shall
review the shop drawings and submittals for conformance with the requirements of the Contract Documents and return the submittal review comments to OCSD within ten calendar days after receipt of submittal. CONSULTANT shall return comments to OCSD allowing enough time for OCSD to incorporate all comments into a combined review comment set that OCSD will return to the Contractor. CONSULTANT shall accommodate occasional expedited reviews for time sensitive submittals. Submittals shall include but not be limited to shop drawings, vendor tests,
certifications, and test reports. All submittals will be made available electronically (PDF) through PMWeb.
See Section V - “Quantitative Assumptions” in this Scope of Work for the estimated number of submittals.
Task 4.4 – Request for Information (RFIs)
OCSD will log in and forward to CONSULTANT certain RFIs generated by the Contractor or OCSD. CONSULTANT shall return written responses to OCSD as soon as possible or within three calendar days of receipt of RFI, clarifying the requirements of the Contract Documents. CONSULTANT shall generate necessary sketches, figures, and modifications to the drawings for clarifications. When required to avoid schedule delay or additional construction-related costs, CONSULTANT shall expedite the review of time sensitive RFIs.
If any changes to the Contract Drawings are required, the CONSULTANT shall prepare these drawings and submit them as PDF files to OCSD. The CONSULTANT shall update all AutoCAD drawings and specifications upon OCSD acceptance of any changes resulting from RFIs and change orders.
SCOPE OF WORK PROJECT NO. P1-134
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See Section V- “Quantitative Assumptions” in this Scope of Work for the estimated number of RFIs.
Task 4.5 – Contract Document Modifications, Design Changes and Change Orders
If the Contract Documents require modifications due to changed conditions, OCSD requested changes, omissions, or design errors; CONSULTANT shall prepare preliminary Request for Proposal (RFP) documents and forward them to OCSD, as needed. OCSD shall review the
RFP and request CONSULTANT to incorporate any changes. OCSD will issue the change order documents in a formal Request for Proposal (RFP) or Field Change Order (FCO) to the Contractor. CONSULTANT shall forward design calculations and other design backup
documents as necessary to OCSD.
Any Contract Document that requires changes shall be identified with date of change and reference (RFI number, RFP number, FCO number, etc.) shown on the document. Changes
shown on drawings shall be clearly marked and “clouded” for accurate identification of the scope of change by the Contractor and inspection staff. CONSULTANT shall maintain up-to-date Contract Documents. When a change is required on a Contract Drawing that has
previously undergone a change, the updated drawing showing the previous change shall be used as the base document to identify new changes.
CONSULTANT shall submit complete change documentation to OCSD for use in RFIs, RFPs, and FCOs. This change documentation shall include plan drawings, schematics, details, schedules, and specifications, as required.
CONSULTANT shall prepare cost estimates for the changes when requested by OCSD.
See Section V- “Quantitative Assumptions” in this Scope of Work for the estimated number of hours.
Task 4.6 – Construction Progress Meetings and Site Visits
CONSULTANT shall attend construction progress meetings, as requested by the OCSD’s Resident Engineer. The scope shall include time for meeting preparation, travel time, follow-up, and review of meeting minutes. Progress meeting minutes will be prepared by OCSD.
CONSULTANT shall attend or be available by phone for an internal one-hour construction weekly progress meetings.
CONSULTANT shall make field visits to assist in field problem resolution and design clarification/verification to help resolve construction issues as they arise and as requested by OCSD. CONSULTANT shall report the nature of the field site visits, the problem resolved, and identify staff requesting the site visit in CONSULTANT’s monthly project report. OCSD will provide project inspection, except as required in other sections of this scope.
See Section V- “Quantitative Assumptions” in this Scope of Work for the estimated number of
hours.
PHASE 5 – COMMISSIONING SERVICES – NOT USED
PHASE 6 – CLOSEOUT
Closeout tasks include completion of punch list work by the Contractor, final inspection, completion of record drawings, and electronic data. CONSULTANT shall submit a final invoice
at the completion of the project.
SCOPE OF WORK PROJECT NO. P1-134
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Task 6.1 – Final Inspection and Punch Lists
CONSULTANT’s construction coordinator shall attend the final inspection job walk with the Contractor and OCSD staff. CONSULTANT shall make recommendations on the completion of the work including, but not limited to, completion of punch list items, site cleanup, and SWPPP.
CONSULTANT shall assist OCSD in developing punch lists of items required to be completed prior to final acceptance of the project by OCSD.
See Section V- “Quantitative Assumptions” in this Scope of Work for the estimated number of
hours.
Task 6.2 – Record Drawings
When requested by OCSD, CONSULTANT shall attend preliminary as-built meetings with OCSD and Contractor and shall inspect the Contractor’s as-built drawings to verify that the Contractor has included all relevant information from approved change orders and RFIs. As part of the review process, CONSULTANT shall verify that the Contractor’s as-built set correctly
reflects the information included in the approved shop drawings, RFIs, approved Field Change Orders, plan clarifications, plan changes, and other deviations from the conformed drawings, and that the information in the set is complete. CONSULTANT shall allow for four (4)
meetings/visits per year to review CONTRACTOR’s as-built/markup drawings. CONSULTANT shall transpose the As-Built set to a CAD ready set after each meeting.
After Final Completion of the project OCSD will transmit to CONSULTANT the Final Field Markup Set of drawings. At that time, the CONSULTANT shall meet with OCSD’s inspectors and Resident Engineer to review the Contractor’s Final Field Markup Set.
CONSULTANT shall prepare Draft Record Drawings based on the Final Field Markup Set for all drawings in accordance with the requirements in the CAD Manual. The CONSULTANT shall submit the Draft Record Drawings to the OCSD Resident Engineer. The Draft Record Drawings
will be reviewed for content and CAD compliance by OCSD staff. A comment log will be returned to the CONSULTANT and, if any comments are generated, the CONSULTANT shall revise the record drawings and resubmit to the RE for review of the changes and acceptance of the record drawings.
When no additional comments are identified, CONSULTANT shall prepare the Final Record Drawings and submit them along with the Contractor’s field markup set to the Project Manager.
All record drawings shall contain a stamp indicating:
The stamp shall optimally be placed in the bottom right-hand corner of the border and may be included via x-ref. If importing the stamp via x-ref interferes with content in the bottom right hand corner, the stamp may also be placed in other open space along the bottom of the border.
In addition, a note shall be placed over the engineer’s seal stating that “This drawing was originally approved for construction by [name of engineer] on [date] and sealed by [name of engineer] a licensed professional engineer in the State of California No. [License number] “.
CONSULTANT shall submit an electronic copy of the record drawings to OCSD for review and approval. The acceptance of the record drawings shall be deemed a condition for completion of work.
“Record Drawings
These record drawings have been prepared based on information provided by others. The Engineer has not verified the accuracy of this information and shall not be responsible for any errors or omissions which may be herein as a result.”
SCOPE OF WORK PROJECT NO. P1-134
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Contractor-generated drawings described in the Design Guidelines and the shop drawings will not be updated by CONSULTANT.
The format and quantities for delivery of the submittals shall be listed below:
Contents Draft Record Drawings Final Record Drawings
Hard Copy Sets None None
All related electronic files,
including CAD and compiled PDFs
Transmit Electronic Files to
OCSD
Transmit Electronic Files to
OCSD
IV. STAFF ASSISTANCE
OCSD staff member or designee assigned to work with CONSULTANT on the construction
phase of this project is Andrew Brown at (714) 593-7052, e-mail to: abrown@ocsd.com.
V. QUANTITATIVE ASSUMPTIONS
The assumptions listed in the following table below shall be the basis for the assumed level of
effort.
Task Description Assumption
4.1 Project Management 15 months duration from construction NTP to construction completion
4.2.1 Construction Hand-off Meeting PM + PE: Prep and attend 1-hour meeting
4.2.2 PMWeb Procedures Meeting PM + PE: Prep and attend 1-hour meeting
4.2.3 Preconstruction Conference PM: Attend 1-hour meeting
4.3 Submittals 60 – Original submittals
40 – Resubmittals
20 – 3rd and later resubmittals
4.4 Requests for Information 50 RFIs
4.5 Contract Document Modifications, Design Changes and Change Orders 125 hours
4.6 Construction Progress Meetings
Site Visits During Construction
25 Progress Meetings @ 1 hour each
20 Site Visits @ 2 hours each
6.1 Final Inspection & Punch Lists 16 hours
AB:dm
6/30/2021
1
South Perimeter Security and Utility
Improvements at Plant No. 1
Contract No. P1‐134
Presented by:
Jeff Mohr
Engineering
Manager
Operations
Committee
July 7, 2021
Consultant Services Award
• June 2016: HDR Engineering
selected for Headquarters
Complex (P1-128) in a
qualifications-based competition
• At that time, P1-128 included
South Perimeter work.
• South Perimeter scope later
moved from P1-128 to P1-134
• Continuation of services during
construction referenced in
agreement
Professional Construction Services
2
1
2
6/30/2021
2
Professional Construction Services
3
Services to be provided as needed (time and material)
• Project meetings
• Shop drawing submittal review
• Requests for Information (RFIs)
• Change Order assistance
• Final inspection & punchlist
• Record drawings
Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with HDR Engineering, Inc. to provide construction support services for South Perimeter Security and Utility Improvements at Plant No. 1, Contract No. P1-134, for an amount not to exceed $235,000; and
B. Approve a contingency of $23,500 (10%).
Recommended Action
4
3
4
6/30/2021
3
Questions
?
5
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OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1719 Agenda Date:7/7/2021 Agenda Item No:11.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
PROCESS CONTROL SYSTEMS UPGRADES STUDY, PROJECT NO. SP-196
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Master Services Agreement with ABB Inc. for the design, installation,
implementation, and maintenance of a process control system;
B. Authorize staff to specify ABB Inc. as the sole source provider for equipment, materials,
software, and services for control systems on current and future projects; and
C. Ratify the addition of ABB Inc. to the list of pre-approved Original Equipment Manufacturers for
procurements under $100,000 for equipment, materials, software, and services for control
systems.
BACKGROUND
The Supervisory Control and Data Acquisition (SCADA)system provides essential process
monitoring,control,and archiving of process data,including data required for regulatory compliance.
The SCADA system provides automatic control and allows operators to interactively monitor and
control the process,electrical and central generation facilities from centralized areas,assuring that
the systems are performing properly and that alarm conditions can be monitored and responded to
immediately.
The existing SCADA system utilizes programmable logic controllers (PLCs)and a Human-Machine-
Interface (HMI)system consisting of networks,servers,workstations,software,and a data archiving
system referred to as a historian.
The existing HMI software package is no longer supported by any vendor and requires emulation
software to use Windows-based workstations.This system will become increasingly difficult to
service and maintain with time because there are only a few people outside of the Orange County
Sanitation District (OC San)who can manage that software to support the current and future needs
of OC San.
Furthermore,the existing make and model of the PLCs used at OC San facilities has reached the
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Furthermore,the existing make and model of the PLCs used at OC San facilities has reached the
end of commercial availability and requires the selection of a new model for future designs.OC San
has purchased sufficient spare parts for system maintenance;however,a long-term solution is
required.OC San is currently using the latest PLC model of the existing manufacturer as an interim
solution.
Process Control Systems Upgrades Study,Project No.SP-196,was created to determine the
requirements for the new SCADA system,to develop a scope of work to replace the existing HMI,
and perform a multi-phase procurement to evaluate and select a vendor platform to replace the
existing SCADA system.Replacement of the existing HMI will occur under Process Control Systems
Upgrades,Project No.J-120.In February 2018,the Board of Directors approved a contract with
Stantec to assist OC San with this work.
RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Sustain 1, 5, 20-year planning horizons
·Maintain a proactive asset management program
PROBLEM
The existing SCADA system is at the end of its useful life and requires replacement to continue to
provide a reliable system for OC San Operations and Maintenance staff.The selection and sole
sourcing of a new vendor for HMI software and controller hardware is required to provide a long-term
integrated solution that minimizes staff training and spare part inventory.
PROPOSED SOLUTION
Approve a Master Services Agreement (MSA)with ABB Inc.for the design,installation,
implementation,and maintenance of a control system for a term of 15 years with renewals up to 25
years.Specific equipment and services will be procured by Task Orders associated with each
project.
Through a competitive procurement process,OC San staff concluded that ABB Inc.provided the best
value,and the pricing was fair and reasonable.This Agreement requires that ABB submit evidence
that OC San receives the lowest unit price for products,items,components,and services for the
duration of the MSA.
TIMING CONCERNS
The existing HMI and PLC systems have been in service for over 20 years and have become
obsolete.Finding programmers with the appropriate training to support the HMI system is becoming
difficult. The existing HMI needs to be replaced as a complete system.
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RAMIFICATIONS OF NOT TAKING ACTION
It will become increasingly difficult to support and maintain the HMI software due to staff and
consultant retirements in the next 10 years.Replacement parts and repair of the existing PLC
hardware will not be available.OC San will continue to use the latest PLC hardware from the current
manufacturer.
ADDITIONAL INFORMATION
On February 19,2019,OC San issued a Request for Qualifications (RFQ)from firms who are
manufacturers and experts in the design,development,installation,and start-up of SCADA platforms
and who can guarantee the long-term product viability,system performance,and reliability of the
SCADA system.On April 16,2019,the following six firms submitted Statement of Qualifications
(SOQs) in response to the RFQ:
·ABB Inc. (ABB)
·AVEVA Software LLC (AVEVA)
·Emerson Process Management Power & Water Solutions, Inc. (Emerson)
·Honeywell
·Rockwell Automation
·Tihedral - VTScada
The SOQs included a number of mandatory capabilities and features,which only the following three
firms indicated that they could satisfy. These three firms advanced to the proposal phase:
·ABB Inc. (ABB)
·AVEVA Software LLC (AVEVA)
·Emerson Process Management Power & Water Solutions, Inc. (Emerson)
On January 14,2020,OC San issued a Request for Proposals (RFP)to the three qualified firms to
(1)further evaluate the technical merit of the proposed SCADA platforms and project delivery
approach,(2)establish long-term guaranteed prices for software licenses,labor,and equipment,(3)
establish a fixed price for Project No.J-120,and (4)establish for comparative purposes a reference
cost to replace all of the control system hardware and software.
On June 16,2020,the proposals were received and evaluated in accordance with the evaluation
process set forth in OC San’s Purchasing Ordinance by a pre-selected Evaluation Team consisting of
the following OC San staff:Project Manager,Project Engineer,two Engineering Supervisors,one
Engineering Manager,and one Maintenance Manager.The Evaluation Team also included three non
-voting technical representatives and three non-voting representatives from the Contracts
Administration Division.
The following evaluation criterion were described in the Request for Proposals (RFP)and used to
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The following evaluation criterion were described in the Request for Proposals (RFP)and used to
determine the most qualified Proposer:
CRITERION WEIGHT
Technology 50%
Price 40%
Project J-120 Delivery Response 10%
Initial scores were developed for the proposals and there was a natural break in rankings between
Emerson and the other proposers,ABB and AVEVA.Based on this,OC San moved forward in the
trials with only Emerson.
From October 12 through October 30,2020,OC San conducted technical trials with Emerson.
During the trials,Emerson’s system failed to meet five separate mandatory RFQ requirements.For
this reason, OC San eliminated Emerson from further consideration.
On November 9,2020,ABB was informed that OC San would proceed to the trial phase with ABB.
The trials were conducted between February 8 and February 19,2021,and ABB successfully
demonstrated that their system met all of the requirements.
On March 17,2021,the Evaluation Team conducted an interview with ABB as part of the
procurement and evaluation process.At the conclusion of the interview,the Evaluation Team
determined that ABB would provide the most complete SCADA system at the most competitive price
and thereby will provide the best value for OC San.
Due to the elimination of Emerson the ABB and AVEVA price proposal scores were updated which
resulted in the final scoring as presented in the table below:
Proposer Non-Disclosure
Agreement
Response
(Pass/Fail)
Price
Proposals
(Max.40
Points)
Project
Delivery
Response
(Max. 10
Points)
Technology
Response
(Max. 50
Points)
Total Score
(Max. 100
Points)
ABB Pass 40 7 32 79
AVEVA Pass 25 6 34 65
Bidder Price Proposal
ABB Inc.$48,436,793
AVEVA Software, LLC.$78,984,524
A notice was sent to all the vendors on April 1,2021,informing them of the intent of OC San to
negotiate with ABB Inc. for the MSA.
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Review of Unit Prices and Agreement:
Staff reviewed the unit prices for the MSA.In addition,discussions were held to clarify MSA
exceptions identified by ABB Inc.during the RFP process.ABB Inc.agreed to the Terms and
Conditions of the MSA.This was further validated by staff from Stantec,the consultant retained to
support OC San through this project.
Based on the above, staff recommends approving the Agreement to ABB Inc.
CEQA
The project is exempt from CEQA under the statutory exemptions set forth in CEQA Guidelines
Section 15262. A Notice of Exemption was filed on March 1, 2018.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.The required
funding will be obtained from the projects where the equipment,material,and services are utilized,or
in the appropriate operating budget allocations.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Master Service Agreement
·Presentation
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Agreement for the Design, Installation, Implementation, and
Maintenance of a Process Control System
Between
Orange County Sanitation District
and
ABB Inc.
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TABLE OF CONTENTS PROJECT NO. SP-196 AGREEMENT FOR THE DESIGN, INSTALLATION, IMPLEMENTATION, AND MAINTENANCE OF A PROCESS CONTROL SYSTEM
Page i of iii
TABLE OF CONTENTS
ARTICLE I ..................................................................................................................................................... 2
SCOPE OF SERVICES ................................................................................................................................ 2
1.1 Scope of Services ........................................................................................................ 2
1.2 Task Order Procedure ................................................................................................. 5
1.3 Task Order Types ........................................................................................................ 5
1.4 Task Order Administration ........................................................................................... 7
1.5 Modification of Scope of Services ................................................................................ 7
1.6 Written Authorization ................................................................................................... 8
1.7 Key Personnel .............................................................................................................8
1.8 Confidentiality and Non-disclosure............................................................................... 8
1.9 Final Inspection, Completion, and Acceptance of Agreement and/or Task Order ......... 8
1.10 Warranty .....................................................................................................................10
ARTICLE II ..................................................................................................................................................12
DURATION OF AGREEMENT AND SPECIAL TERMS ............................................................................. 12
2.1 Term of Agreement .....................................................................................................12
2.2 Notification of Delay ....................................................................................................12
2.3 Liquidated Damages ...................................................................................................12
2.4 Right to Suspend for Convenience .............................................................................14
2.5 Termination for Convenience ......................................................................................15
2.6 Termination of a Portion of the Work ..........................................................................16
2.7 Termination for Default ...............................................................................................17
2.8 Dispute Resolution .....................................................................................................20
2.9 Responsibility for Loss, Damage, or Injury ..................................................................20
2.10 Non-Liability of the SANITATION DISTRICT’s Officers and Employees .....................20
ARTICLE III.................................................................................................................................................20
PRICING AND COMPENSATION .............................................................................................................. 20
3.1 Unit Prices ..................................................................................................................20
3.2 Compensation ............................................................................................................23
3.3 Retained Funds; Substitution of Securities .................................................................28
3.4 Final Payment ............................................................................................................28
ARTICLE IV ................................................................................................................................................. 29
CONTRACTOR RESPONSIBILITIES ......................................................................................................... 29
4.1 Use of Standards ........................................................................................................29
4.2 Licenses .....................................................................................................................29
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4.3 Permits .......................................................................................................................29
4.4 Office Space and Staging Area ...................................................................................29
4.5 Applicable Laws and Regulations ...............................................................................30
4.6 Familiarity with Work...................................................................................................30
4.7 Submittals and Shop Drawings ...................................................................................30
4.8 Environmental Compliance .........................................................................................30
4.9 Safety Standards and Human Resources Policies ......................................................30
4.10 Damage to the SANITATION DISTRICT’s Property ....................................................31
4.11 F.O.B. Destination ......................................................................................................31
4.12 Audits .........................................................................................................................31
4.13 Escrow Agreement .....................................................................................................31
4.14 No Solicitation of Employees ......................................................................................31
4.15 Conflict of Interest and Reporting ...............................................................................31
4.16 Changes in Control of CONTRACTOR .......................................................................32
4.17 Right to Review Work, Facilities, and Records............................................................32
ARTICLE V .................................................................................................................................................. 33
INSURANCE, BONDS, INDEMNIFICATION, AND LIMITATION OF LIABILITY ....................................... 33
5.1 Insurance....................................................................................................................33
5.2 Bonds.........................................................................................................................37
5.3 Indemnification ...........................................................................................................39
5.4 Joint and Several Liability ...........................................................................................40
5.5 Limitation of Liability ...................................................................................................41
ARTICLE VI ................................................................................................................................................. 41
INTELLECTUAL PROPERTY ..................................................................................................................... 41
6.1 Ownership of Work Products ......................................................................................41
6.2 Non-disclosure and Notice by Contractor....................................................................42
6.3 Obligations of Subconsultants and Subcontractors of any Tier ...................................42
6.4 Reservation of Rights and Titles .................................................................................42
6.5 License to use pre-existing Intellectual Property .........................................................43
6.6 Non-infringement Warranty .........................................................................................43
6.7 Intellectual Property Infringement ...............................................................................43
6.8 Survivability ................................................................................................................44
ARTICLE VII ................................................................................................................................................ 45
OTHER GENERAL PROVISIONS .............................................................................................................. 45
7.1 Wage Requirements ...................................................................................................45
7.2 Drug Free Workplace..................................................................................................45
7.3 Non-Discrimination and Equal Opportunity Requirements ..........................................45
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7.4 Independent Contractors ............................................................................................45
7.5 Public Records ...........................................................................................................46
7.6 Governing Law and Jurisdiction ..................................................................................46
7.7 Precedence of Documents .........................................................................................47
7.8 No Waiver ...................................................................................................................47
7.9 Successors in Interest ................................................................................................47
7.10 Non-Assignment .........................................................................................................48
7.11 Attorney’s Fees...........................................................................................................48
7.12 Notices .......................................................................................................................48
7.13 Section Headings and Contract Interpretation ............................................................49
7.14 Drafting Ambiguities ...................................................................................................49
7.15 Exhibits Incorporated. .................................................................................................49
7.16 Severability .................................................................................................................49
7.17 Agency Powers...........................................................................................................49
7.18 Counterparts ...............................................................................................................49
7.19 Entire Agreement ........................................................................................................50
7.20 Amendments ..............................................................................................................50
EXHIBITS:
• EXHIBIT 1 – List of Lift/Pump Stations
• EXHIBIT 2 – Project J120 Scope of Work
• EXHIBIT 3 – Signed Non-disclosure Agreement
• EXHIBIT 4 – Unit Prices
• EXHIBIT 5 – Safety Standards
• EXHIBIT 6 – Escrow Agreement
• EXHIBIT 7 – General Conditions
• EXHIBIT 8 – General Requirements
• EXHIBIT 9 – Standard Specifications
• EXHIBIT 10 – Reference Specifications
• EXHIBIT 11 – Reference Plans
• EXHIBIT 12 – Allowable Direct Costs
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Agreement for the Design, Installation, Implementation, and
Maintenance of a Process Control System
This Agreement for the Design, Installation, Implementation, and Maintenance of a Process Control System (“Agreement”) is entered into by and between the Orange County Sanitation District, a county sanitation district (“SANITATION DISTRICT”) and ABB Inc., a
Delaware corporation, (“CONTRACTOR”) and is dated as of July 28, 2021. RECITALS WHEREAS, the SANITATION DISTRICT owns and operates two wastewater treatment plants, nearly 400 miles of regional trunk sewers, and 15 lift/pump stations; and WHEREAS, the SANITATION DISTRICT’s existing process control system utilizes a
Supervisory Control and Data Acquisition (“SCADA”) Platform running Copeland Roland Interpreted Sequential Processor (“CRISP”) software and other commercial-off-the-shelf software to communicate with the Schneider Electric Modicon Quantum and M580
Programmable Logic Controllers (“Modicon PLCs”); and WHEREAS, many elements of this SCADA Platform are outdated, and it is becoming increasingly difficult to procure services and parts for the SCADA Platform; and WHEREAS, the SANITATION DISTRICT desires to meet new challenges for efficient
operations, maintenance, management and regulatory reporting, and knowledge management by replacing the existing DEC VAX/VMS-based SCADA Platform running the CRISP SCADA software with a modern Windows-based SCADA Platform and continue to communicate with the existing Modicon PLCs; and WHEREAS, a unified and modern SCADA Platform for the entire SANITATION DISTRICT asset base has been determined to be a profound enabler to meet the SANITATION DISTRICT’s current, new, and emerging efficiency requirements; and
WHEREAS, standardization of the SCADA Platform elements, engineering processes, and repeat-use libraries are required to maximize the SANITATION DISTRICT’s efficiency for
programming, troubleshooting, and maintaining the SCADA Platform; and WHEREAS, on the effective date of this Agreement, the SANITATION DISTRICT requires a high-availability and high-performance SCADA Platform that is fully-licensed to meet or exceed the requirements in Specification Section 17440, Performance, Growth, and Licensing, attached to the Request for Proposals (RFP) such that the SANITATION DISTRICT can grow its capabilities at no additional license cost; and WHEREAS, the SANITATION DISTRICT developed an RFP for a comprehensive suite of unit prices for products and services to be guaranteed for the duration of the Agreement; and
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WHEREAS, in order to pre-qualify firms to receive the RFP, the SANITATION DISTRICT issued a Request for Qualifications for the Process Control System Upgrades Project (RFQ) to
firms who are manufacturers and experts in the design, development, procurement, installation, and start-up of SCADA Platforms and who can guarantee the long-term product viability, system performance, and reliability; and
WHEREAS, based on the Statements of Qualifications (“SOQs”) received, the SANITATION DISTRICT established a candidate list of qualified firms to advance to the proposal phase; and WHEREAS, the SANITATION DISTRICT issued an RFP to prequalified firms to further evaluate the technical merit of the proposed SCADA Platforms and project delivery approach through written proposals, hands-on reviews in proposer trials, and proposer interviews; to establish long-term guaranteed prices; and a fixed price for the first project to be performed under this Agreement (“Project J-120”); and
WHEREAS, the SANITATION DISTRICT evaluated the SOQs and proposals of such firms based on commercial and technical compliance with all Contract Documents, as defined in the General Conditions herein; project delivery approach; product technical requirements;
pricing of equipment, products, and services; experience of team members; and long-term viability of the firms, including their product lines, to select the firm that represents the best value to the SANITATION DISTRICT; and
WHEREAS, throughout the selection process, CONTRACTOR demonstrated that it has the products, engineering, and delivery capabilities to perform the Work; and WHEREAS, CONTRACTOR was selected to perform the Work under this Agreement based on the best-value selection process described in the RFQ and RFP; WHEREAS, capitalized terms used in this Agreement and not defined herein shall have the same meanings assigned to them in the RFQ, RFP, General Conditions, Specifications, and other documents referenced herein and, in the event of conflict, the order of precedence in section 7.7 herein shall apply.
NOW, THEREFORE, in consideration of the promises, covenants, and agreements hereinafter set forth, the parties hereby agree to be bound by the terms and conditions of this
Agreement, including documents attached to the Agreement and documents referenced or articulated as part of the Agreement, and hereby further agree as follows:
ARTICLE I SCOPE OF SERVICES
1.1 Scope of Services A. General The SANITATION DISTRICT will retain CONTRACTOR to replace the SANITATION
DISTRICT’s current SCADA Platform with a modern standardized SCADA Platform that will meet the SANITATION DISTRICT’s current and future needs, expand with the SANITATION DISTRICT’s Capital Improvement Program (“CIP”), serve to enhance the
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operation and maintenance of the SANITATION DISTRICT’s assets, maintain and improve operational efficiencies, and mitigate risk across the SANITATION
DISTRICT’s enterprise. Under this Agreement, the SANITATION DISTRICT will issue task orders to CONTRACTOR for the purchase of goods and services for the new SCADA Platform.
CONTRACTOR shall: 1. Supply hardware and software, including, but not limited to, engineering workstations, operator workstations, process controllers, simulation devices, networking equipment, historians, and servers/clients; 2. Grant all licenses needed to utilize the supplied hardware and software; and 3. Provide services related to the SCADA Platform, including, but not limited to, project management, engineering, graphics programming, system configuration,
testing, commissioning, system administration, system updates, support services, training, and custom integration services.
B. Work Locations 1. All on-site project management, engineering, integration, and services work shall
be performed at the SANITATION DISTRICT’s facilities, including, but not limited to, the following: a. Plant No. 1 located at 10844 Ellis Avenue, Fountain Valley, CA 92708; b. Plant No. 2 located at 22212 Brookhurst Street, Huntington Beach, CA 92646; c. The 15 off-site lift/pump stations listed in Exhibit “1”; d. The staging site as detailed in Section 01505, Mobilization of the Project J-120 Scope of Work; and
e. Other facilities which the SANITATION DISTRICT may construct, acquire, and/or operate during the term of this Agreement.
2. Manufacturing, assembling, programming, and testing CONTRACTOR’s product-line components may be performed at CONTRACTOR’s facilities and delivered to
the SANITATION DISTRICT’s facilities. In addition, programming of applications such as process graphics, controller code, reports, and the like, may be performed in CONTRACTOR’s facilities so long as the development of the engineering requirements (to ensure accurate definition of the Work prior to its production), bench testing, and commissioning are performed at the SANITATION DISTRICT’s facilities through meetings and workshops. C. Delivery of Work and Work Scope 1. Without exception, all Work completed and accomplished by this Agreement shall be based on individual written task orders (“Task Orders”) developed exclusively
by the SANITATION DISTRICT. Should the terms of this Agreement conflict with
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the terms or requirements of the Task Order, the terms of this Agreement shall prevail. Detailed descriptions of Task Order Types and the Task Order Procedure
are included below. 2. To initiate this Agreement, the SANITATION DISTRICT has developed the
following Task Order: Task Order #1 (Type 2 Task Order) shall be the implementation of the Project J-120 Scope of Work. The Project J-120 Scope of Work includes the design and delivery of a new enterprise-wide SCADA Platform for the SANITATION DISTRICT’s two treatment facilities, off-site lift/pump stations, and the Santa Ana River Interceptor collections system based on CONTRACTOR’s proposed SCADA Platform. The specific requirements are more specifically described in the Scope of Work for Project J-120 attached hereto as Exhibit 2. The cost of the Project J-120 Task Order shall be a lump sum, fixed price, unless the SANITATION DISTRICT requires changes to the plans.
3. All future Task Orders will be released to CONTRACTOR as they are developed by the SANITATION DISTRICT. CONTRACTOR hereby agrees to perform all Work
identified in future Task Orders, as described below, for new projects as a sole-source provider for the SANITATION DISTRICT, CIP Contractors (defined below), and Other Contractors (defined below) in order to design, implement, and integrate
the SCADA Platform elements into the SANITATION DISTRICT’s facilities. D. Key Requirements 1. Performance Growth and Licensing This Agreement demands CONTRACTOR provide the SANITATION DISTRICT a high-performance, high-availability, feature-rich, extensible, and expandable SCADA Platform through a series of Task Orders, with Task Order #1, Project J-120, being the first “project-based” task order in the series. Specification Section 17440, Performance, Growth, and Licensing, included in the
Specifications herein, shall apply to all Task Orders of any type and shall take precedence over any and all other documents or materials except for this Agreement.
2. Additional Requirements
As CONTRACTOR’s direct product line and technology improve, at the sole direction of the SANITATION DISTRICT and at no additional cost to the SANITATION DISTRICT, CONTRACTOR shall assist the SANITATION DISTRICT to update applicable specifications, including, but not limited to, the specifications listed below, to provide greater performance, additional features, and greater capacity. a. 17040 SCADA ICS Network b. 17050 SCADA Servers
c. 17405 Control Panels
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d. 17406 PLC & Controller Hardware
e. 17425 SCADA Workstations
f. 17435 Facility Historian g. 17440 Performance, Growth, and Licensing
1.2 Task Order Procedure A. All Work under this Agreement shall be initiated by the SANITATION DISTRICT through a Task Order presented to CONTRACTOR. Each Task Order will contain a scope of work; schedules; defined deliverables; specifications; associated liquidated damages, if applicable; and special provisions specific to the Task Order. Each Task Order will also specify CONTRACTOR’ s products, third-party supplied equipment, configuration and integration services, startup services, and other deliverables required to complete the Work in the Task Order.
B. Upon receipt of a Task Order from the SANITATION DISTRICT, CONTRACTOR shall develop and submit to the SANITATION DISTRICT a Task Order Proposal strictly adhering to the terms and conditions of this Agreement, unless otherwise dictated by
the Task Order. Each Task Order Proposal shall include a narrative scope of services, material(s) buildup, detailed cost estimate, schedule-of-values, and Critical Path Method Schedule (“CPM Schedule”) detailing all Work required by the Task Order. The scope of services shall include all anticipated Work activities that are necessary for the successful completion of each task requested by the SANITATION DISTRICT. C. The SANITATION DISTRICT will review each Task Order Proposal, provide comments, and, if the SANITATION DISTRICT believes it to be reasonably necessary, negotiate with CONTRACTOR regarding the Work. CONTRACTOR shall thereafter submit a final Task Order Proposal for written approval by the SANITATION DISTRICT.
D. Once a Task Order is approved, CONTRACTOR shall submit the required sureties. CONTRACTOR shall begin the Work described in a Task Order only after receiving a
written Notice to Proceed for the Task Order (“Task Order NTP”) from the SANITATION DISTRICT. Prior to the issuance of the Task Order NTP, CONTRACTOR shall comply with all applicable laws, rules, regulations, ordinances,
and directives. E. Upon CONTRACTOR’s successful completion of the Work, the SANITATION DISTRICT will issue a Task Order Statement of Completion; release retention, bonding requirements, and other commercial liabilities of CONTRACTOR; and initiate the Warranty period, if applicable.
1.3 Task Order Types The SANITATION DISTRICT will issue the following types of Task Orders:
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A. Type 1 Task Order (Product and Services Task Order)
Type 1 Task Orders may contain system hardware, product and commercial-off-the shelf software, and an allocation of hourly services. Generally, this type of Task Order will be issued when the SANITATION DISTRICT will require equipment and/or staff
augmentation to perform work with the SANITATION DISTRICT’s internal forces. B. Type 2 Task Order (Project-based Task Order) 1. Type 2 Task Orders may contain system hardware, product and commercial-off-the shelf software, and services to achieve a specific outcome and meet requirements in the Task Order scope of work. Generally, this type of Task Order will be issued when the scope of work is developed by the SANITATION DISTRICT and assigned to CONTRACTOR for implementation. 2. General requirements of Type 2 Task Order a. Complete field verification, design, engineering, fabrication, system integration, bench testing, procurement, installation of non-field-side equipment and
software, commissioning, documentation, management, ancillary services, training, warranties, maintenance, upgrades as specifically described in the Scope of Work for the applicable Task Order, and any other services and
equipment necessary to create and install a fully-functional, feature-rich SCADA platform that meets all the Task Order’s requirements. b. Provide all labor, materials, equipment, transportation, tools, consumables, project management, engineering/design, procurement, project scheduling, project controls, coordination with and assistance to the project engineer regarding work performed by others, construction services, startup and testing services, equipment delivery, documentation services, and ongoing management and support services that are necessary to meet all the Task Order’s requirements. c. Integrate the Task Order Work into the SCADA Platform and with the SANITATION DISTRICT’s system, including existing and future facilities, in order to meet the requirements of said Task Order.
d. Coordinate the integration of the SCADA Platform at future construction projects that have a SCADA Platform component.
C. Type 3 Task Order (Project-based Task Order Assigned to Other Contractors)
1. Type 3 Task Orders will allow the SANITATION DISTRICT to develop pricing, scope of work, and schedule for CIP project’s contract documents with construction contractors (“CIP Contractors”) for the construction of CIP projects or to assign the Task Order to other contractors (“Other Contractors”) performing work for the SANITATION DISTRICT. Generally, this type of Task Order will be issued to provide field-side hardware and/or services.
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2. General requirements of Type 3 Task Order
a. Complete field verification, design, engineering fabrication, system integration, bench testing, procurement, installation of non-field-side equipment, shipping, commissioning, documentation, certification of proper installation, certification
of proper operation, management, ancillary services, training, and warranties, as more specifically described in the Scope of Work for the applicable Task Order, and any other services and equipment the SANITATION DISTRICT finds necessary to create and deliver a fully-functional, feature-rich SCADA Platform that meets the Task Order’s requirements. b. Provide all labor, materials, equipment, transportation, tools, consumables, project management, engineering/design, procurement, project scheduling, project controls, coordination with and assistance to the CIP Contractors or Other Contractors, testing services, equipment delivery, and documentation services.
c. Integrate the Task Order Work into the SCADA Platform and with the SANITATION DISTRICT’s system and existing and future facilities to meet the requirements of said Task Order.
d. Deliver the SCADA Platform to CIP Contractors or Other Contractors, consistent with the Task Order, for future construction projects that have a
SCADA Platform component. All Task Orders shall strictly follow the pricing requirements specified in Article III of this Agreement.
1.4 Task Order Administration A. For Type 1 Task Orders and Type 2 Task Orders, CONTRACTOR shall perform the Work at the direction of the SANITATION DISTRICT’s designated representative. The SANITATION DISTRICT’s designated representative will communicate with CONTRACTOR on all matters related to the administration of the Task Order and
CONTRACTOR’s performance of the Task Order Work. The SANITATION DISTRICT is the task administrator for these task orders.
B. Type 3 Task Orders Work shall be negotiated by the SANITATION DISTRICT and assigned to the CIP Contractors or Other Contractors for administration and management. Such CIP Contractors or Other Contractors shall communicate with
CONTRACTOR on all matters related to the administration of the Task Order and CONTRACTOR’s performance of the Task Order work unless otherwise specified in the Task Order.
1.5 Modification of Scope of Services Without invalidating this Agreement, the SANITATION DISTRICT may, at any time, modify any Task Order by altering, adding to, or deducting from the services to be performed. All such changes shall be in writing. If any such changes cause an increase or decrease in CONTRACTOR’s cost of, or the time required for, the performance of any of the services, CONTRACTOR shall immediately notify the SANITATION DISTRICT consistent with the
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requirements specified in the General Conditions. If the SANITATION DISTRICT deems it appropriate in its sole discretion, the SANITATION DISTRICT may make an equitable
adjustment to CONTRACTOR’s compensation based on modification of a Task Order, provided that any adjustment must be approved by both parties in writing and must be consistent with the Unit Price provisions and the General Conditions.
1.6 Written Authorization
Prior to performing any services in connection with the Task Orders, CONTRACTOR shallobtain from the SANITATION DISTRICT a written authorization to proceed as specified in this Article and throughout this Agreement. Further, throughout the term of thisAgreement, CONTRACTOR shall immediately advise the SANITATION DISTRICT, in writing, of any anticipated need to modify any Task Order, including, but not limited to,anychanges to the time for completion or the compensation and pricing sheet. CONTRACTOR shall obtain the SANITATION DISTRICT’s written consent to the changeprior to proceeding with any changes. In no event shall the SANITATION DISTRICT’s consent be construed to relieve CONTRACTOR from its duty to render all services in accordance with applicable laws, rules, regulations, accepted industry standards, or theterms of this Agreement.
1.7 Key Personnel
CONTRACTOR’s “Key Personnel”for the Work to be performed under this Agreementshall include, but not be limited to, project manager, project engineer, and integration leader. Such Key Personnel shall be available for the term of the Agreement. No person designated as Key Personnel shall be removed or replaced without prior written consent ofthe SANITATION DISTRICT, which consent shall not be unreasonably withheld,providedthat the replacement personnel have equivalent or higher required experience and qualifications. At its sole discretion, the SANITATION DISTRICT may require CONTRACTOR to submit qualifications and experience of the replacement personnel andmay require a formal interview of such personnel prior to replacement approval. If theSANITATION DISTRICT requires CONTRACTOR to remove a person designated as KeyPersonnel, CONTRACTOR shall agree to do so immediately regardless of the reason orthe lack of reason.
1.8 Confidentiality and Non-disclosure
The Non-disclosure Agreement CONTRACTOR signed during the proposal phase, attached hereto as Exhibit “3,” shall continue in full force and effect for the term of the
Agreement.
1.9 Final Inspection, Completion, and Acceptance of all Work under the Agreement and/or Task Order
A.Final Inspection
CONTRACTOR shall notify the ENGINEER, in writing, when all punch list items for allthe Work under the Agreement and/or each applicable Task Order have beencompleted, all Work is completed in accordance with the Contract Documents, and all
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clean-up has been completed. Clean-up shall be completed when all waste, materials, excess materials, tools, and equipment related to the applicable Task Order are
removed from the SANITATION DISTRICT’s facilities. The ENGINEER will thereafter make a Final Inspection for the purpose of ascertaining that the Work has been fully completed in accordance with the requirements of the Contract Documents.
B. Final Completion The ENGINEER shall certify, in writing, the full completion of the Work, including the date of completion after the ENGINEER has made the Final Inspection and is satisfied that the Work has been completed in accordance with the Contract Documents, including all punch list items, and is satisfied that all submittals have been made and accepted, including, but not limited to, all materials required by the Contract Documents and all As-Builts, Record Drawings by CONTRACTOR, if required by the Agreement and/or Task Order, and any other required record documents have been completed and accepted; all Change Order Work has been completed and accepted
by the ENGINEER; and all other requirements of the Contract Documents, except for any unexecuted Change Orders and possible future warranty and guarantee Work, have been accomplished.
C. Final Acceptance
The Work, after achieving Final Completion, is subject to Final Acceptance by the SANITATION DISTRICT. Final Acceptance is defined herein as the “action taken by the SANITATION DISTRICT accepting the Work as fully completed after certification by the ENGINEER,” and occurs in accordance with the following: 1. CONTRACTOR is required to provide adequate resources to fully support the Agreement and/or Task Order close-out efforts identified in the Contract Documents including, but not limited to, execution of all Change Orders, agreement on all final quantities and all other activities specified herein titled “Final Completion, “Final Acceptance,” and “Final Payment.” Such support and completion of all administrative close-out activities as required herein must be
provided within the timeframe(s) requested by the SANITATION DISTRICT and is a condition precedent to Final Acceptance.
2. After certifying the date of Final Completion of the Agreement and/or Task Order, the ENGINEER shall make a final estimate of the amount of Work performed thereunder and the General Manager or designee shall certify, as specified in the
SANITATION DISTRICT Delegation of Authority, as amended, (“designated authority”) the value of such Work and the date of Final Completion. If the designated authority finds that the Work has been completed according to the Contract Documents, the designated authority shall establish the date of Final Acceptance and find and declare the Work accepted pursuant to this section, which shall be evidenced by a Notice of Completion. 3. Only upon Final Acceptance shall Final Payment be processed. Processing of Final Payment shall occur in accordance with the provisions herein titled “Final Completion” and “Final Acceptance.” Final Completion and Final Acceptance are for purposes of issuing Final Payment and neither shall act to relieve
CONTRACTOR from any of its obligations under the Contract Documents and
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under no circumstances shall Final Acceptance of the Agreement and/or Task Order Work waive any rights related to any claims that may be asserted by the
SANITATION DISTRICT under this Agreement or California law pertaining to warranties and guarantees, latent defects, indemnity, fraud on the part of CONTRACTOR, gross mistakes on the part of CONTRACTOR amounting to fraud,
or any breach of the Contract Documents.
1.10 Warranty
A. Warranties shall be applied on a Task Order basis. CONTRACTOR shall warrant all the provisions below for a period of one (1) year after Final Acceptance for Task Order. However, the requirements specified in Specification Section 17440, Performance, Growth, and Licensing, and other applicable specifications, shall be in effect for the entire term of the Agreement and shall supersede all warranties specified below. 1. System Warranty CONTRACTOR warrants that, for the term of the Agreement, the system will meet the functional, performance, and reliability specifications and requirements as
defined in this Agreement and/or applicable Task Orders. The system and/or each of its subsystems, components, and interfaces will be capable of operating fully and correctly in conjunction with the system hardware and the requirements of the
applicable Task Order. CONTRACTOR warrants that for the term of this Agreement and/or for one (1) year after the acceptance of the applicable Task Order Work, as applicable, the system will perform as required in the Agreement and/or applicable
Task Orders. In the event the system does not meet these warranties, CONTRACTOR shall, within seven (7) days of its discovery by CONTRACTOR or the SANITATION DISTRICT, remedy the defect and provide, at no cost to the SANITATION DISTRICT, the necessary software, hardware, and/or services required to attain the levels or standards contained in the warranties of the Agreement and warranties of the applicable Task Orders. 2. Software Warranties CONTRACTOR warrants that it owns or otherwise has the right to license CONTRACTOR’s product software and any third-party software required for
CONTRACTOR’s product suite to the SANITATION DISTRICT and that CONTRACTOR possesses all rights and interests necessary to enter into this Agreement. CONTRACTOR shall maintain such warranties for the term of the
Agreement. In addition, CONTRACTOR warrants that, during the term of the Agreement:
a. All product software and application software (software work product developed exclusively under this Agreement) licensed or provided under this Agreement will be free of known defects, viruses, worms, and trojan horses. b. CONTRACTOR’s product software and application software will meet or exceed
the functional, performance, and reliability specifications and requirements herein or in the applicable Task Order. c. These warranties will be in addition to other warranties in Article VI herein.
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3. Work Quality Warranty
CONTRACTOR warrants that, for the term of the Agreement, all work performed by CONTRACTOR and/or its Subconsultants and Subcontractors of any tier under this
Agreement will conform to best industry practices and will be performed in a professional and workmanlike manner by staff with the necessary training, skills, experience, and knowledge to do so. 4. Regulatory Warranty CONTRACTOR warrants that, for the term of this Agreement, the system will comply with all processing and reporting requirements for all Federal, State, and local laws and regulations. If the software requires updating due to a change in a Federal, State, or local law or regulation affecting the SANITATION DISTRICT, CONTRACTOR will provide these changes per a mutually-agreed-to schedule at no
additional cost to the SANITATION DISTRICT. Notwithstanding this provision, in no event shall CONTRACTOR provide said update later than the date required by the Federal, State, or local law or regulation affecting the SANITATION DISTRICT. In the
event the SANITATION DISTRICT is notified of a change in Federal, State, or local law or regulations that requires updating the software, the SANITATION DISTRICT will notify CONTRACTOR of that change as soon as reasonably possible.
5. Documentation Warranty CONTRACTOR warrants that, for the term of this Agreement, the documentation for all of CONTRACTOR’s licensed product software and application software will be complete and accurate in all material respects. CONTRACTOR shall revise the documentation to reflect all updates of product software and application software provided by CONTRACTOR under this Agreement. This includes documentation on any product software and application software modification or configuration changes made to the system by CONTRACTOR during the installation process.
B. In the event of failure to comply with the above-mentioned conditions within one (1) week after being notified in writing, the SANITATION DISTRICT is hereby authorized to proceed to have the defects remedied at the expense of CONTRACTOR who hereby
agrees to pay the cost and charges thereof immediately on demand. 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 the SANITATION DISTRICT’s acceptance of the corrected Work. Such action by the SANITATION DISTRICT will not relieve CONTRACTOR of the warranties required by this section or elsewhere in the Contract Documents. C. If, in the opinion of the SANITATION DISTRICT, defective Work is detected during the warranty period which creates a dangerous condition or requires immediate correction or modification to prevent further loss to the SANITATION DISTRICT or to prevent interruption of the SANITATION DISTRICT operations, the SANITATION DISTRICT will
attempt to give the notice required by this section. If CONTRACTOR cannot be
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contacted or does not comply with the SANITATION DISTRICT’s request for correction within a reasonable time as determined by the SANITATION DISTRICT, the
SANITATION DISTRICT may, notwithstanding the provisions of this section, proceed to make such correction or provide such modification. The costs of such correction or modification shall be charged against CONTRACTOR. Such action by the SANITATION
DISTRICT will not relieve CONTRACTOR of the warranties required by this section or elsewhere in the Contract Documents. D. This section does not in any way limit the warranty on any items for which a longer warranty is specified or on any items for which a manufacturer or Supplier gives a warranty for a longer period. CONTRACTOR agrees to act as a co-guarantor with such manufacturer or Supplier and shall furnish the SANITATION DISTRICT all appropriate guarantee or warranty certificates upon completion of the Project and acceptance by the SANITATION DISTRICT. No warranty period, whether provided for in this section or elsewhere, shall in any way limit the liability of CONTRACTOR, Sureties or insurers.
ARTICLE II DURATION OF AGREEMENT AND SPECIAL TERMS
2.1 Term of Agreement
The Agreement shall be effective for fifteen (15) years after the date of its signing by the SANITATION DISTRICT. Upon written agreement of the parties, the Agreement may be extended for additional terms in one (1) to five (5) year increments for a maximum
aggregate term of twenty-five (25) years.
2.2 Notification of Delay CONTRACTOR shall immediately notify the SANITATION DISTRICT, in writing, if CONTRACTOR experiences or anticipates experiencing a delay in performing the Work within the time frame set forth in any Task Order. The written notice shall include an explanation of the cause for, and a reasonable estimate of the length of, the delay.
2.3 Liquidated Damages
A. CONTRACTOR shall complete all or any designated portion of the Work called for under the Agreement and/or Task Order in all parts and requirements within the time set forth in the Contract Documents. For the duration of each Task Order,
CONTRACTOR shall furnish the ENGINEER a monthly statement showing the following: 1. Number of days originally specified for completion, 2. Number of days charged to date, 3. Number of days of time extensions approved, 4. Number of days remaining to completion, and
5. Revised date for completion.
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B. If at any time CONTRACTOR’s Critical Path Work progress falls behind schedule, the
SANITATION DISTRICT reserves the right to require CONTRACTOR to accelerate the Work to bring the Task Order back on schedule. Such acceleration cost shall be at CONTRACTOR’s sole expense.
C. Failure of CONTRACTOR to perform any covenant or condition contained in the Contract Documents within the time period specified shall constitute a material breach of this Agreement entitling the SANITATION DISTRICT to terminate CONTRACTOR’s performance under the Agreement unless CONTRACTOR applies for, and receives, an extension of time in accordance with the procedures set forth in the General Conditions. Such termination shall be in addition to any and all other remedies available to the SANITATION DISTRICT by law, in equity, or pursuant to the provisions of this Agreement. D. Failure of the SANITATION DISTRICT to insist upon the performance of any covenant
or condition within the time period specified in the Agreement shall not constitute a waiver of CONTRACTOR’s duty to complete performance within the designated period unless the waiver is in writing.
E. The SANITATION DISTRICT’s agreement to waive a specific time provision or to extend the time for performance shall not constitute a waiver of any other time
provisions contained in the Contract Documents. Failure of CONTRACTOR to complete performance promptly within the additional time authorized in the waiver or extension of time agreement shall constitute a material breach of this Agreement entitling the SANITATION DISTRICT to terminate CONTRACTOR’s performance under the Agreement and to any and all other legal or equitable remedies. F. CONTRACTOR shall not be assessed Liquidated Damages nor the cost of engineering and inspection during any delay in the completion of the Work caused by acts of God, acts of a public enemy, acts of public utilities, delays caused by failure of a public agency or owner of a utility to provide for removal or relocation of existing main or trunkline utility facilities or other known utility facilities, fire, floods, earthquake,
epidemic, quarantine restrictions, strikes, and unusually severe weather, or delays necessarily resulting from war or national or local emergencies, or delays of Subcontractors and Subconsultants due to such causes; provided that CONTRACTOR
shall, within fifteen (15) days from the beginning of any such delay, request an extension of time in accordance with the procedures set forth in this section and as specified in the General Conditions. Such delays shall not entitle CONTRACTOR to
any additional compensation. CONTRACTOR’s sole remedy shall be to seek an extension of time. This provision shall not apply to, and CONTRACTOR shall not be entitled to an extension of time for, a delay caused by the acts or omissions of CONTRACTOR. The SANITATION DISTRICT shall ascertain the facts and the extent of the delay and its findings of the facts thereon shall be final and conclusive. G. In the event CONTRACTOR fails to achieve Final Completion of the Work for the Agreement and/or Task Order within the period of performance or fails to meet any other time requirements set forth in the Agreement and/or Task Order, including any designated milestones, after due allowance for extensions of time made in accordance with the Contract Documents, if any, the SANITATION DISTRICT will sustain damage
which would be extremely difficult and impracticable to ascertain. The parties
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therefore agree that CONTRACTOR will pay to the SANITATION DISTRICT as Liquidated Damages, and not as a penalty, a daily sum specified in the individual Task Order for each and every calendar day during which Final Completion of the Agreement and/or Task Order is so delayed and for each day CONTRACTOR fails to achieve any designated milestone as set forth in the Agreement and/or Task Order.
CONTRACTOR agrees to promptly pay such Liquidated Damages and further agrees that SANITATION DISTRICT may offset the amount of Liquidated Damages from any monies due or that may become due CONTRACTOR under this Agreement. CONTRACTOR also agrees that to the extent the amount of Liquidated Damages exceeds any monies due CONTRACTOR under this Agreement, CONTRACTOR shall promptly pay all such amounts to the SANITATION DISTRICT upon demand.
2.4 Right to Suspend for Convenience At the SANITATION DISTRICT’s sole option, for its convenience, and at no cost to the SANITATION DISTRICT, the SANITATION DISTRICT may suspend all or any portion of CONTRACTOR’s performance of this Agreement for a reasonable period of time not to exceed six (6) months. In accordance with the provisions of this Agreement, the SANITATION DISTRICT will give written notice to CONTRACTOR of such suspension. In
the event of such a suspension, the SANITATION DISTRICT shall pay to CONTRACTOR a sum equivalent to the reasonable value of the Work that CONTRACTOR has performed up to the date of suspension. Thereafter, the SANITATION DISTRICT may rescind such
suspension by giving written notice of rescission to CONTRACTOR. The SANITATION DISTRICT may then require CONTRACTOR to resume performance of the Work in compliance with the terms and conditions of this Agreement; provided, however, that
CONTRACTOR shall be entitled to an extension of time equal to the length of the suspension, unless otherwise agreed to in writing by the parties.
2.5 Temporary Suspension of Work A. The ENGINEER shall have the authority to suspend the Work, wholly or in part, for such period as deemed necessary due to unsuitable weather, or to such other conditions as are considered unfavorable for the suitable prosecution of the Work, or
for such time as deemed necessary due to the failure on the part of CONTRACTOR to carry out instructions given or to perform any provision of the Agreement. CONTRACTOR shall immediately comply with the written order of the ENGINEER to
suspend the Work wholly or in part. The suspended Work shall be resumed when conditions are favorable and methods are corrected, as ordered by the ENGINEER.
B. If a suspension of Work is ordered by the ENGINEER due to the failure on the part of CONTRACTOR to carry out orders given or to perform any provision of the Agreement, CONTRACTOR shall bear all costs associated with the suspension of Work and no extension of time for the completion of the Work shall be granted. C. If a suspension of Work is ordered by the ENGINEER due to unsuitable weather or to such other conditions as are considered unfavorable for the suitable prosecution of the Work, CONTRACTOR shall be entitled to an extension of time equal to the length of the suspension and 15 calendar days considered as the time necessary to resume performance of the Work when applicable, unless otherwise agreed to in writing by the parties.
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2.6 Termination for Convenience
A. The SANITATION DISTRICT may terminate CONTRACTOR’s performance under the Agreement, in whole or in part, for any reason or no reason, at the SANITATION DISTRICT’s sole and absolute discretion; or when conditions encountered during the
Work make it impossible or impracticable to proceed; or when the SANITATION DISTRICT is prevented from proceeding with the Agreement by an act of God, by law, or by official action of a public authority; or upon a determination that such termination is in the best interest and convenience of the SANITATION DISTRICT; or when the SANITATION DISTRICT is prohibited from completing the Work for any reason. B. The SANITATION DISTRICT shall provide no less than ten (10) days written notice of its intent to terminate for convenience and shall provide CONTRACTOR with consultation with the SANITATION DISTRICT prior to termination. C. Upon receipt of such written notice of termination, CONTRACTOR shall:
1. Stop Work as specified in the written notice;
2. Terminate all orders and Subcontractors and Subconsultants except as necessary to complete Work which is not terminated;
3. If directed in writing by the SANITATION DISTRICT to do so, assign all right, title, and interest in subcontracts and materials in progress, in which case the SANITATION DISTRICT will have the right, at its discretion, to settle or pay any or all claims arising out of the termination of such Subcontractors and Subconsultants, but in no event shall recovery by any contractor include lost profits for uncompleted portions of Work; 4. Deliver or otherwise make available to the SANITATION DISTRICT all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by CONTRACTOR in performing the Agreement whether completed or in process; 5. Settle outstanding liabilities and claims with approval of the SANITATION DISTRICT;
6. Complete performance of such part of the Work as has not been terminated; and 7. Take such other actions as may be necessary, or as may be directed by the
SANITATION DISTRICT for the protection and preservation of the Work and/or property related to the Agreement.
D. Upon receipt of the SANITATION DISTRICT’s written notice of termination for convenience, and within a period of thirty (30) days, as determined by the ENGINEER at the time of termination, CONTRACTOR shall submit to the ENGINEER a Termination Proposal which shall include, but not be limited to: CONTRACTOR’s estimated costs to be incurred by CONTRACTOR as a result of the termination for convenience as allowed by the Contract Documents, including all documentation to
support such costs; the status of the Work at time of termination; the status of termination of CONTRACTOR’s agreements with Subcontractors, Subconsultants, and Suppliers, including the amount of each said agreement, amount paid under each
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agreement up to the date of termination, and the amount that currently remains due and owing under each agreement for Work completed as of the date of termination, if
any; a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the ENGINEER; and any other information and/or documentation as required by the SANITATION DISTRICT.
E. Upon receipt of the SANITATION DISTRICT’s written notice of termination for convenience, CONTRACTOR shall submit to the ENGINEER a request for Final Payment, pursuant to the requirements set forth herein. Such request shall be submitted promptly, but no later than thirty (30) days from the effective date of termination. F. The Final Payment to CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the Agreement at the time of termination, including the following:
1. Any actual costs incurred by CONTRACTOR for restocking charges; 2. The agreed upon price of protecting the Work in any manner, if any, as directed by
the SANITATION DISTRICT; 3. The cost of settling and paying claims arising out of the termination of the Work
under Subcontractor and/or Subconsultant agreements or orders with the SANITATION DISTRICT’s approval, as specified above, exclusive of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor or Subconsultant prior to the effective date of the termination; and 4. The Task Order Price allocable to the portion of the Work properly performed or goods supplied by CONTRACTOR as of the date of termination, as determined in accordance with the provision herein entitled Payment – General reduced by any sums previously paid to CONTRACTOR.
G. The SANITATION DISTRICT shall have the right to withhold any portion or the whole of the Final Payment under this provision in the event there are any outstanding claims for compensation asserted by the SANITATION DISTRICT against CONTRACTOR or
by any third party against the SANITATION DISTRICT which arises out of CONTRACTOR’s Work.
2.7 Termination of a Portion of the Work A. If the termination is only for a portion of the Work, the compensation amount shall be
reduced by the amount applicable to the portion of the Work which is terminated, including overhead and profit. The SANITATION DISTRICT shall, in its sole discretion, select the basis of reduction based on one of the following: 1. Unit Prices specified in the Agreement.
2. A lump sum determined by the SANITATION DISTRICT based on the estimate costs, including overhead and profit, of the terminated portion of the Work.
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B. If the termination is only for a portion of the Work, the SANITATION DISTRICT reserves its right to continue with CONTRACTOR’s products, items, and/or components with a
SANITATION DISTRICT delivery team, including consultants to the SANITATION DISTRICT. As a condition of this partial termination, CONTRACTOR shall:
1. For the duration of the original term of the Agreement, provide its products, items, and components at the Unit Price specified in the Agreement. However, any product, item, or component in CONTRACTOR’s product line NOT in the Unit Price of the Agreement shall be provided at either (a) 10% above its unburdened cost (i.e., exclusive of all profit, markups, overheads, or other CONTRACTOR’s direct costs) or (b) 50% of its published list price. The SANITATION DISTRICT shall have the exclusive and sole right to choose the method of compensation from the above methods that best serves the SANITATION DISTRICT. This shall include the most current, future, and previous versions of all products, items, and components delivered, to be delivered for the
Work of this Agreement, and their entire product line related to the Work of the Agreement. Pricing provided by CONTRACTOR under this provision shall be subject to a full audit by the SANITATION DISTRICT or a third party of the
SANITATION DISTRICT’s choice. 2. Provide the SANITATION DISTRICT, as evidence of proper pricing,
CONTRACTOR’s pricing for such products, items, and components on CONTRACTOR’s most current relevant projects and/or properly published list price schedule. 3. Provide the SANITATION DISTRICT updates to said pricing every 24 months. 4. Provide all training required by the SANITATION DISTRICT at a 40% discount of CONTRACTOR’s published list price.
2.8 Termination for Default A. CONTRACTOR shall be considered in default of this Agreement if CONTRACTOR (1) refuses to provide a Task Order Proposal, negotiate the Task Order Proposal in good faith, or execute the Task Order, so long as the Work of the Task Order is
relevant and consistent with the Scope of Work under the Agreement; (2) refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specified herein or any authorized extension
thereof; (3) fails to perform the Work in a manner required by the Contract Documents and/or industry standards; (4) fails to complete such Work within such time as required under the Contract Documents; (5) if CONTRACTOR should be adjudged as bankrupt
or is otherwise deemed insolvent by the SANITATION DISTRICT based on good cause and is unable to proceed with the Work; (6) if CONTRACTOR should make a general assignment for the benefit of creditors; (7) if a receiver should be appointed on account of insolvency; (8) if the CONTRACTOR files a petition to take advantage of any debtor’s act; (9) should any Subcontractor or Subconsultant violate any of the
provisions of the Agreement; (10) if CONTRACTOR should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled personnel or proper materials to complete the Work in the time specified; (11) if CONTRACTOR should fail to make prompt payment to
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Subcontractors and/or Subconsultants for material or labor; (12) if CONTRACTOR should persistently disregard laws or instructions given by the SANITATION
DISTRICT; or (13) if CONTRACTOR otherwise substantially fails to fulfill its obligations under the Contract Documents. In the event CONTRACTOR is in default of this Agreement, the SANITATION DISTRICT may, without prejudice to any other right or
remedy available under federal, state, or local law, serve written notice upon CONTRACTOR and Sureties of the SANITATION DISTRICT’s intention to terminate CONTRACTOR’s performance under the Agreement. Said notice shall contain the reasons for such intention to terminate CONTRACTOR’s performance under the Agreement and, unless within ten (10) days after the service of such notice such violations cease and/or satisfactory arrangements for the corrections thereof have been made, the SANITATION DISTRICT may terminate CONTRACTOR’s performance under the Agreement. B. In the event of any such termination, the SANITATION DISTRICT shall serve written notice thereof upon the Surety and CONTRACTOR and the Surety shall have the right
to take over and perform the Agreement. However, if the Surety, within five (5) days after the service of a notice of termination, does not give the SANITATION DISTRICT written notice of its intention to take over and perform the Agreement or if the Surety
serves such notice of its intent to take over and perform the Agreement and does not begin performance thereof within fifteen (15) days from the date of serving said notice, the SANITATION DISTRICT may take over the Work and prosecute the same to
completion by contract or by any other method it may deem advisable. In the event the SANITATION DISTRICT exercises its rights under this provision, all Work shall be at the sole expense of CONTRACTOR and the Sureties and/or CONTRACTOR shall be liable to the SANITATION DISTRICT for any excess cost or other damage incurred by the SANITATION DISTRICT thereby. In such an event, the SANITATION DISTRICT may, without liability for so doing, take possession of and utilize such materials, licenses, tools, equipment, supplies, and other property belonging to CONTRACTOR, including use of CONTRACTOR and/or third-party intellectual property, and/or assume assignment of any and all subcontracts for Subcontractors, Subconsultants, and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that the SANITATION DISTRICT elects to complete by
furnishing its own employees, materials, tools, and equipment, the SANITATION DISTRICT shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions.
C. If the Surety assumes CONTRACTOR’s terminated Work, the Surety shall take CONTRACTOR’s place in all respects for that part of the Work and shall be paid by
the SANITATION DISTRICT for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes the Agreement, all money due CONTRACTOR at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Agreement. D. CONTRACTOR hereby consents to assigning to the SANITATION DISTRICT and/or the SANITATION DISTRICT’s replacement contractor all subcontracts and other agreements of any and all Subcontractors, Subconsultants, and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth above. CONTRACTOR agrees to obtain, by way of a subcontract provision, the consent of
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each and every Subcontractor, Subconsultant, and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s, Subconsultant’s, and/or
Supplier’s Work on the Task Order. E. In the event of such termination, CONTRACTOR will be paid the actual amount due
based on Unit Prices, the Task Order, and the quantity of Work completed at the time of termination, less damages caused to the SANITATION DISTRICT by acts of CONTRACTOR causing the termination, including, but not limited to, all costs to the SANITATION DISTRICT arising from professional services and attorneys’ fees and all costs generated to insure or bond the Work of substituted contractors, subcontractors, or subconsultants utilized to complete the Work. If such costs exceed the unpaid balance, CONTRACTOR shall pay the difference to the SANITATION DISTRICT promptly upon demand. On failure of CONTRACTOR to pay, the Surety shall pay on demand by the SANITATION DISTRICT. Any portion of such difference not paid by CONTRACTOR or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law.
F. On demand or at the termination of the Agreement, whichever occurs first, CONTRACTOR shall return to the SANITATION DISTRICT all property of the
SANITATION DISTRICT in the possession or control of CONTRACTOR. CONTRACTOR shall also deliver to the SANITATION DISTRICT all work product currently in existence and for which the SANITATION DISTRICT has made payment.
G. Upon termination or expiration of this Agreement, CONTRACTOR will cooperate with the SANITATION DISTRICT to assist with the orderly transfer of services, functions, and operations provided by CONTRACTOR under this Agreement to another provider or to the SANITATION DISTRICT as determined by the SANITATION DISTRICT in its sole discretion. Prior to the termination or expiration of this Agreement, the SANITATION DISTRICT may require CONTRACTOR to perform certain transition services that the SANITATION DISTRICT deems necessary to migrate CONTRACTOR’s work to another provider or to the SANITATION DISTRICT. Transition services may include, but are not limited to, the following:
1. Working with the SANITATION DISTRICT to jointly develop a mutually-agreed-upon transition services plan to facilitate the termination of the services;
2. Notifying all affected vendors, Subcontractors, and Subconsultants; 3. Performing the transition services plan activities;
4. On an as needed basis, answering questions regarding the system or the services performed by CONTRACTOR; and 5. Providing such other reasonable services needed to effectuate an orderly transition. H. The foregoing provisions are in addition to and shall not limit any other rights or remedies under law or in equity available to the SANITATION DISTRICT.
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2.9 Dispute Resolution
A. In the event of a dispute as to the construction or interpretation of this Agreement or any rights or obligations hereunder, the parties shall first attempt, in good faith, to resolve the dispute by mediation. The parties shall mutually select a mediator to
facilitate the resolution of the dispute. I B. 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 arbitrator who shall arbitrate the dispute. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator 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 all
disputes 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.
2.10 Responsibility for Loss, Damage, or Injury
Neither the SANITATION DISTRICT, nor its Directors, officers, employees or agents shall be held responsible in any manner for any of the following: any loss or damage that may happen to the Work or any part thereof during the performance of the Agreement; any loss
or damage to any of the materials, equipment, supplies, or other things used or employed in performing the Work; injury to or death of any person, either workers or the public; or damage to property, from any cause that might have been prevented by CONTRACTOR, CONTRACTOR’s workers, or anyone employed by CONTRACTOR.
2.11 Non-Liability of the SANITATION DISTRICT’s Officers and Employees No director, officer, employee, or agent of the SANITATION DISTRICT shall be personally
responsible for any liability arising under or by virtue of the Agreement. ARTICLE III PRICING AND COMPENSATION
3.1 Unit Prices A. Unit prices, as specified in Exhibit 4, (“Unit Prices”) shall remain in full effect for the term of the Agreement, except as specified in section G, below. ALL UNIT PRICES SHALL BE FULLY-BURDENED PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. B. Each Unit Price shall include: 1. All direct and indirect costs necessary for CONTRACTOR to deliver one unit of the specified good or service. Such costs may include, but are not limited to, costs for
labor, equipment, and materials; insurance and bonds; field and office staff; onsite
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project administration; security; small tools and consumables; incidental job burdens; back-office Information Technology equipment; and testing equipment
required for CONTRACTOR to deliver the Work of the associated Unit Price. a. Pricing in UP Schedule 1, Hardware Systems & Components, includes
materials, labor, and engineering submittals as required by the referenced specification section(s) and any notes as applicable. b. Pricing in UP Schedule 3, Labor Rates, inclusive of raw labor rates, fringe costs, and profit as required by the referenced specification section(s) and any notes as applicable. c. Pricing in UP Schedule 4 – Training, Support & Other Costs, includes materials, labor and engineering submittals as required by the referenced specification section and the course descriptions therein.
2. Field and office staff hourly rates, which includes, but is not limited to, supervision, clerical, and general office support. These hourly rates will be used for negotiating services that are outside of the specific items or tasks identified in the Unit Price
Schedules 1, 3, and 4. 3. Project administration, which includes, but is not limited to, review and
coordination, estimating, engineering, scheduling and updating, furnishing record drawings to incorporate changes, and home office salaries and expenses. 4. Incidental job burdens, which include, but are not limited to, office equipment and supplies, telephone, utilities, safety equipment, warning devices, personal protective equipment, and conformance with the job requirements of the Occupational Safety and Health Administration, if applicable, required to accomplish the Work of the associated Unit Price. 5. All costs for taxes, tariffs, licenses, storage, parts procurement and delivery Freight or Free on Board (F.O.B.) to the SANITATION DISTRICT’s facilities at locations
directed by the receiving owner (SANITATION DISTRICT, CONTRACTOR, CIP Contractor, or Other Contractor), project management, design, installation of non-field-side equipment and supervision, related submittals and documentation,
testing, bonds, fees, insurance, training, startup, and warranty required for the associated Unit Price.
C. Unit Prices shall be CONTRACTOR’s exclusive basis for pricing Task Orders of all types and any additive or deductive changes to such Task Orders. The Unit Prices for Task Orders shall be locked at the applicable Unit Prices effective on the date the SANITATION DISTRICT accepts CONTRACTOR’s Task Order Proposal. D. For Type 3 Task Orders, the Unit Prices shall extend to CIP Contractors performing CIP work on the SANITATION DISTRICT’s assets/facilities. The SANITATION DISTRICT will develop the Scope of Work for the Type 3 Task Orders. CONTRACTOR shall determine the price for the Work in the Type 3 Task Order by applying the Unit Prices and following the negotiation and approval process of said Task Order. CONTRACTOR shall provide the total cost of the final Type 3 Task Order
to the CIP Contractor who will include it in CIP Contractor’s bid for the CIP Project
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work. CONTRACTOR shall also extend the Unit Prices to the CIP Contractor for any change orders requested by the SANITATION DISTRICT or for change orders
requested by the CIP Contractor and approved by the SANITATION DISTRICT. E. For Type 3 Task Orders, the Unit Prices shall extend to Other Contractors performing
work on the SANITATION DISTRICT’s assets/facilities. The SANITATION DISTRICT will develop the Scope of Work for the Type 3 Task Orders. CONTRACTOR shall determine the price for the Work in the Type 3 Task Order by applying the Unit Prices and following the negotiation and approval process for the Work of said Task Order. CONTRACTOR shall provide the total cost of the final Type 3 Task Order to the Other Contractor who will include it in the Other Contractor’s bid for the Other Contractor’s work. CONTRACTOR shall also extend the Unit Prices to the Other Contractor for any change orders requested by the SANITATION DISTRICT or for change orders requested by the Other Contractor and approved by the SANITATION DISTRICT. F. The Unit Prices established under this Agreement shall also apply to Work a CIP
Contractor and Other Contractor may request as part of the bidding process with CONTRACTOR that is beyond the Type 3 Task Order Scope of Work negotiated between the SANITATION DISTRICT and CONTRACTOR or for any work that a CIP
Contractor or Other Contractor performs for the SANITATION DISTRICT that does not have a Task Order.
G. Unit Prices shall be adjusted in accordance with the commonly-published annual indices identified below after a five (5) year price guarantee from the effective date of the Agreement or the completion of Project J-120, whichever is later. Thereafter, Unit Prices may be adjusted every two (2) years and shall remain in effect for a two (2) year term. All adjustments shall only consider changes based on the lower of: (1) the percent difference of the annual increase/decrease for the immediate prior two years as reported in the indices below, or (2) the percent change in CONTRACTOR’s list price provided by CONTRACTOR with evidence of proper pricing as required in subsection L below. The selection of which method to use shall be at the sole discretion of the SANITATION DISTRICT.
Provided that the indices are available, valid, and representative of the market segment/conditions, the following annual indices shall be used to calculate price adjustments under this provision:
1. Engineering/Professional and Field Services – Mercer Global Compensation Planning Report
2. Equipment/Hardware/Software – Producer Price Index for Process Control H. For any extension of the term of this Agreement or as part of the adjustment process following the aforementioned price guarantees, the SANITATION DISTRICT, at its sole discretion, shall have the right to maintain the Unit Prices as specified in the Agreement or the Unit Prices current at that time if a mutually-agreed-upon change to Unit Prices cannot be reached. Unit Prices shall be the basis for all price proposals herein, all new Work in the Agreement, and any changes in said Work, whether additive or deductive. Any mistakes or other differences in Unit Prices or price proposals shall be resolved to the benefit of the SANITATION DISTRICT.
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I. Any Work in a Task Order of any type, inclusive of components, equipment, devices, or software, not included in the Unit Prices, but included in CONTRACTOR’s product
line, shall be (i) subject to a fifty percent (50%) multiplier from CONTRACTOR’s published list price or (ii) the price CONTRACTOR charges to a client similar to the SANITATION DISTRICT, whichever is lower.
J. In the event that market conditions have, in the SANITATION DISTRICT’s sole judgment, rendered certain products, items, components, or services operationally undesirable, inadequate, or obsolete, the SANITATION DISTRICT reserves the right to compel CONTRACTOR to replace them with new state-of-the-art and most current products, items, components, or services at the Unit Price specified in the Unit Price schedules in effect at that time or CONTRACTOR’s current product price, whichever is lower. K. For any products, items, components, or services contained in the Unit Price schedules that are native to CONTRACTOR’s product lines, inclusive of third-party
products or Original Equipment Manufacturer products integrated into the product line or services provided by a Subcontractor, Subconsultant, or Supplier, CONTRACTOR shall offer and provide such product, item, component, or service as if it is its “own”
product, item, component, or service and fully license, warrant, and guarantee the performance of the product, item, component, or service.
L. At any time during the term of the Agreement, the SANITATION DISTRICT reserves the exclusive right to require CONTRACTOR to submit, as evidence of proper pricing, its prices of such products, items, components, or services on their most current relevant executed projects and, if such prices are lower than the Unit Prices under this Agreement, reduce the Unit Prices to match the prices in such other projects. CONTRACTOR shall, at all times, provide such evidence during the price escalation process. M. Upon the SANITATION DISTRICT’s execution of Type 2 and Type 3 Task Orders or change to Type 2 or Type 3 Task Orders, the Unit Price buildup will revert to a lump sum price proposal for that Work in the Task Order.
3.2 Compensation A. Each Task Order will require CONTRACTOR to provide a time-based compensation
schedule consistent with CONTRACTOR’s CPM Schedule in addition to the Unit Price schedules consistent with the requirements in the Task Order. The SANITATION DISTRICT will approve the compensation schedule as part of the Task Order process
and compensate CONTRACTOR accordingly. B. The SANITATION DISTRICT agrees to pay, and CONTRACTOR agrees to accept, as
full consideration for the faithful performance of the Work, subject to any additions or deductions as provided in approved Change Orders, the sum specified in each approved Task Order. C. Payments shall be made on payment applications 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 Agreement. Payment
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applications shall also be accompanied with all documentation, records, and releases as required by the Agreement, Unit Prices and/or payment milestones per the Task
Order, and General Conditions. The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered an acceptance of any part of the Work.
D. As used in this section, the following 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 identified in this Agreement, the applicable Task Order, or other Contract Documents (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 the SANITATION DISTRICT; b. less all previous Net Progress Payments;
c. less all amounts of previously qualified deductions;
d. 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 the SANITATION DISTRICT to assure satisfactory completion of the Agreement and/or Task Order. The amount to be retained from each Progress Payment shall be determined as specified below. E. Payment – General 1. Progress Payments will be based on an approved detailed breakdown of the Task Order Price, which shall be furnished by CONTRACTOR showing Unit Prices and
quantities, and adequate invoices for services. CONTRACTOR’s payment application shall be organized pursuant to CONTRACTOR’s itemized breakdown of the Unit Prices, which shall be prepared and submitted to the ENGINEER in the time and
manner more particularly specified herein in the section entitled Payment – Itemized Breakdown of Task Order Price, appropriately itemized as described therein.
2. Items shown in the detailed Itemized Breakdown of the Task Order Price as unit costs will be included in the Progress Payments based on the percentage completed for any particular item. Progress Payment applications shall be accompanied by revised progress CPM Schedule, as specified in the Contract Documents. 3. Each Progress Payment application shall show each Subcontractor, Subconsultant, and Supplier participating in the Work completed during the previous Progress Payment period and the dollar amount of such participation. Each Progress Payment application shall be accompanied by:
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a. A conditional waiver and release upon progress payment pursuant to Civil Code Section 8132 for each Subcontractor, Subconsultant, and Supplier
participating in the Work completed during the previous Progress Payment period, which shall be in an amount no less than the dollar amount of such participation;
b. A conditional waiver and release upon progress payment pursuant to Civil Code Section 8132 on behalf of CONTRACTOR which shall be in an amount no less than the dollar amount of the total requested in the Progress Payment application; and c. Completed Progress Payment Form, supplied by the SANITATION DISTRICT, which includes a payment certification by CONTRACTOR certifying that the Work for which payment is requested has been accomplished. 4. CONTRACTOR shall thereafter, within twenty (20) days of receipt of the payment from the SANITATION DISTRICT, complete (1) an unconditional waiver and
release upon progress payment pursuant to Civil Code Section 8134 for each Subcontractor, Subconsultant, and Supplier participating in the Work completed during the previous Progress Payment period, and (2) an unconditional waiver and
release upon progress payment pursuant to Civil Code Section 8134 on behalf of CONTRACTOR in an amount no less than the amount received from the SANITATION DISTRICT. CONTRACTOR shall submit such unconditional waivers
and releases with CONTRACTOR’s subsequent Progress Payment application. F. Payment – Application for Payment 1. CONTRACTOR shall submit payment applications to the SANITATION DISTRICT addressed as follows: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Resident Engineer (Project and/or Task Order No. _________)
2. Payment terms shall be net 30 days from receipt of properly submitted, complete payment application. CONTRACTOR’s payment application shall include, at a
minimum: a. Clear reference to the SANITATION DISTRICT’s Project and/or Task Order
number as well as the SANITATION DISTRICT’s Project and/or Task Order title and Project Manager to which the payment application applies. b. CONTRACTOR’s payment application number, payment application date, as well as the contract payment number the invoice represents. For example, CONTRACTOR’s submittal of its first payment application is payment number 1, its second payment application submittal is payment number 2, and so on. Any CONTRACTOR re-submittal/revision to a submitted payment application shall have a letter suffix (a, b, c, etc.) added to the payment number signifying the payment application revision. For example, CONTRACTOR’s first re-submittal of its first payment application shall be designated as payment
for number “1a”.
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c. Clear reference to the payment schedule item(s) being invoiced and the
appropriate milestone description of activities and/or Work related to the billing. d. The itemized and total amount being invoiced (in U.S. dollars), less the amount
of all contractual retention and deductions applicable for the invoiced amount (in U.S. dollars), and the resulting total net payment due. e. The time period during which the Work was performed and for which the payment application is submitted. G. Payment – Mobilization Payment Requirements Unless the SANITATION DISTRICT specifically includes mobilization as a Task Order Proposal item in the Schedule of Prices, CONTRACTOR shall not receive an initial progress payment for mobilization and full compensation for any necessary
mobilization required shall be considered as included in the prices paid for all of the various items of Work under the Contract Documents and no additional compensation shall be allowed therefore. To the extent mobilization is included by the SANITATION
DISTRICT as a line item in the Schedule of Prices and the mobilization amount is provided by the SANITATION DISTRICT, CONTRACTOR shall be entitled to an initial progress payment in the amount provided by the SANITATION DISTRICT upon the
completion of all mobilization items as specifically delineated in the Mobilization Specification for the applicable Task Order. If CONTRACTOR is requested to provide the mobilization amount in the Schedule of Prices, CONTRACTOR shall be allowed to invoice and be paid for its mobilization costs as specified in the Mobilization Specification for the applicable Task Order. H. Payment – Itemized Breakdown of Task Order Price 1. Within thirty (30) days of the Task Order NTP for each Task Order, CONTRACTOR shall submit an itemized breakdown of all lump sum Task Order Proposal items for the ENGINEER’s approval and subsequent use for progress estimates and for
determining Progress Payments. The itemized breakdown shall include only those items of Work that can be specifically identified with the Work of improvement and shall not include the following such items unless specifically included as a Task
Order Proposal item by the SANITATION DISTRICT in the Schedule of Prices for the applicable Task Order:
a. Mobilization/Move-in b. Field Offices c. Bond Costs d. Insurance Costs 2. The cost breakdown shall be consistent with the Work items and dollar values used by the ENGINEER in preparing monthly estimates. The special form shall include columns for Item, Cost, Percent of Total Cost, Percent Completed
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Previous Period, Percent Completed for Period, Percent Completed to Date, and Percent of Contract Completed. Form of breakdown shall be subject to the
ENGINEER’s review. I. If CONTRACTOR fails or refuses to comply with the requirements set forth in this
section, CONTRACTOR shall not be deemed to have provided the required data and shall not be entitled to progress payments unless and until it has provided the required information and data set forth herein. J. Suspension of Payments If after written notice to CONTRACTOR of deficiencies in Work; failure to comply with this Agreement; failure to comply with the quality, schedule, and Work requirements of the Task Order; or failure to revise and keep current with the Project and/or Task Order Schedule, the ENGINEER recommends that all or a portion of payments due or to become due under the Agreement be suspended until CONTRACTOR corrects any such deficiency. The
ENGINEER may suspend said payments until such deficiencies are corrected. K. The SANITATION DISTRICT’s Right to Withhold Certain Amounts and Make
Application Thereof 1. In addition to the amount which the SANITATION DISTRICT may retain as
Retention, the SANITATION DISTRICT may withhold a sufficient amount or amounts from any payment otherwise due to CONTRACTOR as in its judgment may be necessary to cover any of the following: a. Payments which may be past due and payable for properly filed claims against CONTRACTOR or any of its Subconsultants and/or Subcontractors for labor or materials furnished in or about the performance of the Work under the Agreement. b. Estimated or actual costs for correcting defective Work not remedied.
c. Amounts claimed by the SANITATION DISTRICT as forfeiture due to delays or other offsets to the Agreement and/or Task Order completion caused by CONTRACTOR as set forth in this Agreement, the Task Order, or other
Contract Documents. 2. The SANITATION DISTRICT may contact CONTRACTOR’s Surety and make it
aware of the Agreement and/or Task Order deficiencies, delays, and other Agreement and/or Task Order non-conformance. 3. The SANITATION DISTRICT may apply such withheld amount or amounts to the payment of such claims at its discretion. In so doing, the SANITATION DISTRICT shall be deemed the agent of CONTRACTOR and any payments so made by the SANITATION DISTRICT shall be considered as a payment made under the Agreement by the SANITATION DISTRICT to CONTRACTOR and the SANITATION DISTRICT shall not be liable to CONTRACTOR for such payment made in good faith. Such payments may be made without prior judicial determination of the claim or claims. The SANITATION DISTRICT will render to CONTRACTOR a proper
accounting of such funds disbursed on behalf of CONTRACTOR.
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3.3 Retained Funds; Substitution of Securities
A. From each Progress Payment, the SANITATION DISTRICT shall retain ten percent (10%) of the first fifty percent (50%) of the total value of each Task Order, as adjusted
by Change Orders, as the Retention Amount to assure satisfactory completion of the Agreement and/or Task Order. The cumulative amount retained as Retention Amounts shall be retained by the SANITATION DISTRICT until the Final Payment and
shall not exceed ten percent (10%) of the Task Order Price, as adjusted by Change Orders. B. To ensure performance under the Contract Documents, CONTRACTOR may, at its sole expense, substitute securities equivalent to the retention withheld by the SANITATION DISTRICT. Such securities shall be deposited with an escrow agent approved by the SANITATION DISTRICT who shall then pay such retention to CONTRACTOR. Upon satisfactory completion of the Work, the securities shall be returned to CONTRACTOR. CONTRACTOR shall be the beneficial owner of any security substituted for monies withheld and shall receive any accrued interest thereon. Securities eligible for investment shall include those listed in Government
Code section 16430, bank or savings and loan certificates of deposit, interest bearing demand deposit accounts, standby letters of credit, or any other security mutually agreed to by CONTRACTOR and the SANITATION DISTRICT. No such substitution
shall be accepted until the escrow agreement, securities, and any other documents related to the substitution are executed by CONTRACTOR and reviewed and accepted in writing by the SANITATION DISTRICT.
3.4 Final Payment A. CONTRACTOR shall, prior to Final Acceptance, prepare and submit an application for Final Payment to the SANITATION DISTRICT in the manner required by the SANITATION DISTRICT. B. The Final Payment, including retention, shall not be due and payable until satisfaction
of the following conditions: the SANITATION DISTRICT has issued a Final Acceptance for the Task Order as set forth herein; the SANITATION DISTRICT’s receipt of all documentation, records, and releases as required by the Agreement and
executed by CONTRACTOR; and the expiration of thirty-five (35) days from the date of the SANITATION DISTRICT’s recordation of Notice of Completion, if applicable.
C. If CONTRACTOR fails to complete the Work as specified in the Contract Documents and if the unpaid balance of the Task Order Price exceeds the direct and indirect costs of completing the Task Order, including, but not limited to, all costs necessary to insure or bond the Work of substituted contractors, subconsultants, or subcontractors utilized to complete the Work, such excess shall be paid to CONTRACTOR. If such costs exceed the unpaid balance, CONTRACTOR shall pay the difference to the SANITATION DISTRICT promptly upon demand. On failure of CONTRACTOR to pay, the Surety shall pay on demand by the SANITATION DISTRICT. Any portion of such difference not paid by CONTRACTOR or Surety within thirty (30) days following the mailing of a demand for such costs by the SANITATION DISTRICT shall earn interest at the maximum rate authorized by California law.
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D. It is mutually agreed between the parties to the Agreement that no certificate given or payment made under the Agreement shall be conclusive evidence of performance of
the Agreement and/or Task Order and no payment shall be construed to be an acceptance of any defective Work or improper materials.
E. CONTRACTOR further agrees that the payment of the final amount due under the Agreement and/or Task Order and the adjustments and payments for any Work done in accordance with any alterations of the same shall release the SANITATION DISTRICT and its directors, officers, employees, and agents from any and all claims or liability on account of Work performed under the Agreement and/or Task Order or any alteration thereof. ARTICLE IV CONTRACTOR RESPONSIBILITIES
4.1 Use of Standards CONTRACTOR shall be responsible for the adequacy of its own Work and that of all
Subcontractors and Subconsultants under contract to CONTRACTOR for this Agreement. Where approval by the SANITATION DISTRICT or other representatives of the SANITATION DISTRICT is required, it is understood to be conceptual approval only and does not relieve
CONTRACTOR of any of the following: the CONTRACTOR’s responsibility of complying with all laws, codes, industry and SANITATION DISTRICT standards; liability for damages caused by errors, omissions, or non-compliance with industry standards; or negligence on the part of
CONTRACTOR or its Subcontractors and Subconsultants. CONTRACTOR expressly agrees that the services to be provided under this Agreement shall be performed in accordance with the standards customarily provided by an experienced and competent professional organization rendering the same or similar services. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its services or products in accordance with all agreed-upon warranties.
4.2 Licenses CONTRACTOR represents and warrants to the SANITATION DISTRICT that it has obtained all licenses legally required to engage in this Work and/or that it will subcontract
portions of the Work to organizations that possess the proper licenses to perform the Work.
4.3 Permits
CONTRACTOR represents and warrants to the SANITATION DISTRICT that, if required by the Task Order, it will obtain all permits, qualifications, and approvals of whatever nature that are legally required to perform the Work of the Task Order. Any and all fees required by Federal, State, County, City, and/or municipal laws, codes, and/or tariffs that pertain to Work to be performed under a Task Order will be paid by CONTRACTOR.
4.4 Office Space and Staging Area If required by the Task Order, the SANITATION DISTRICT will provide CONTRACTOR an on-premises area which can be used for office space and staging area. CONTRACTOR,
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however, shall be responsible for all business infrastructure for such area, including, but not limited to, office furniture, computer systems and software, internet connection, and
phone service, as necessary. CONTRACTOR shall use this staging area only to perform services for the SANITATION DISTRICT.
4.5 Applicable Laws and Regulations CONTRACTOR shall, at its own cost and expense, comply with all applicable Federal,
State, and local laws, rules, and regulations and hereby agrees to indemnify and hold the SANITATION DISTRICT harmless from any and all damages and liabilities assessed against the SANITATION DISTRICT as a result of CONTRACTOR’s noncompliance. Any item or provision required to be included herein under any applicable law, rule, or regulation shall be deemed included as a part of this Agreement regardless of whether such item or provision is specifically identified herein.
4.6 Familiarity with Work By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the Work to be performed; (2) it has investigated the sites of the Work and is aware of all
conditions there; (3) it understands the facilities, difficulties, and restrictions of the Work under this Agreement; (4) it warrants that the SANITATION DISTRICT has provided answers to all CONTRACTOR’s questions and provided CONTRACTOR adequate time
and access to evaluate the facilities; and (5) it warrants that CONTRACTOR had all the information necessary to provide a complete proposal. Should CONTRACTOR discover any latent or unknown conditions materially differing from those inherent in the Work,
through future Task Orders or as represented by the SANITATION DISTRICT, it shall immediately inform the SANITATION DISTRICT of those conditions and shall not proceed, except at CONTRACTOR’s sole risk, until written instructions are received from the SANITATION DISTRICT.
4.7 Submittals and Shop Drawings All submittals and design-based drawings shall be reviewed and stamped by a California
Registered Engineer qualified to review and approve such submittals and/or shop drawings.
4.8 Environmental Compliance
Without limiting the foregoing, CONTRACTOR shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply
to CONTRACTOR, its Subcontractors and Subconsultants, or the Work to be performed under the Agreement.
4.9 Safety Standards and Human Resources Policies While working at the SANITATION DISTRICT’s facilities, CONTRACTOR and its Subcontractors and Subconsultants shall follow and ensure their employees follow all Federal, State, and local regulations as well as the SANITATION DISTRICT’s Safety Standards attached hereto as Exhibit “5” and the Human Resources Policies accessible through the following link: https://www.ocsd.com/about-us/transparency/safety-and-human-resources-policy/-folder-632. If there is a conflict between (i) the SANITATION
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DISTRICT’s Safety Standards and/or Human Resources Policies and (ii) Federal, State, or local laws and regulations, CONTRACTOR shall, at its own cost and expense, follow the
most stringent applicable requirement. CONTRACTOR. shall promptly notify the SANITATION DISTRICT of any such conflict upon discovery.
4.10 Damage to the SANITATION DISTRICT’s Property Any of the SANITATION DISTRICT’s property damaged by CONTRACTOR or
Subconsultants and Subcontractors shall be repaired or replaced by the CONTRACTOR at the SANITATION DISTRICT’s discretion and at no cost to the SANITATION DISTRICT.
4.11 F.O.B. Destination CONTRACTOR shall assume full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement or any Task Order issued pursuant to
this Agreement.
4.12 Audits During the term of the Agreement and for a period of three (3) years after termination of the Agreement, CONTRACTOR shall give the SANITATION DISTRICT access to examine any
pertinent books, documents, and records of CONTRACTOR relating to this Agreement, including, but not limited to, materials relating to Unit Prices, product-based prices, and all services performed under this Agreement.
4.13 Escrow Agreement CONTRACTOR shall deposit into escrow the required intellectual property documents and materials as specified in the Escrow Agreement attached hereto as Exhibit “6.”
4.14 No Solicitation of Employees
During the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, CONTRACTOR shall not call on, solicit, or hire any SANITATION DISTRICT employees about whom CONTRACTOR
became aware as a result of CONTRACTOR’s Work for the SANITATION DISTRICT. If CONTRACTOR violates this provision, CONTRACTOR will pay the SANITATION DISTRICT fifty percent (50%) of the former employee’s annual salary which payment is in
addition to any other rights and remedies that may be available to the SANITATION DISTRICT.
4.15 Conflict of Interest and Reporting A. CONTRACTOR shall, at all times, avoid any conflict of interest or appearance of any conflict of interest in performance of this Agreement. B. CONTRACTOR affirms that to the best of its knowledge, there exists no actual or potential conflict between CONTRACTOR’s families, business, or financial interest and the Work to be performed under this Agreement. In the event of a change in either its
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private interests or Work under this Agreement, CONTRACTOR shall discuss with the SANITATION DISTRICT any questions regarding possible conflicts of interest which
may arise as a result of such change.
4.16 Changes in Control of CONTRACTOR
A. CONTRACTOR shall notify the SANITATION DISTRICT within ten (10) days of the occurrence of a change in control of the operation or ownership of CONTRACTOR. As
used in this section, “control” is defined as the possession, direct or indirect, of either: 1. The ownership or ability to direct the voting of fifty-one percent (51%) or more of the equity interests, value, or voting power in CONTRACTOR; or 2. The power to direct or cause the direction of CONTRACTOR’s management and policies, whether through ownership of voting securities, by contract, or otherwise. B. In the event of a change in control of CONTRACTOR, the SANITATION DISTRICT shall have the option of terminating this Agreement by written notice to CONTRACTOR.
4.17 Right to Review Work, Facilities, and Records
A. The SANITATION DISTRICT reserves the right to review any portion of the Work performed by CONTRACTOR and its Subcontractors or Subconsultants under this Agreement and CONTRACTOR hereby agrees to cooperate with the SANITATION
DISTRICT to the greatest extent possible. B. CONTRACTOR shall furnish to the SANITATION DISTRICT such reports, statistical data, and other information pertaining to CONTRACTOR’s Work under the Agreement as shall be reasonably required by the SANITATION DISTRICT to carry out its rights and responsibilities under any of its agreements relating to the Work performed under this Agreement.
C. The SANITATION DISTRICT’s right to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data developed by CONTRACTOR shall not relieve CONTRACTOR of any of its obligations
herein.
4.18 Work Requirements
All required Work for the Project, including, but not limited to, programming, project management, programming standards, specifications updates, and design drawings must be performed in the United States. By signing this Agreement, CONTRACTOR certifies that all labor categories, including engineers, that perform Work on the Project will comply with all applicable laws and regulations to work in the United States.
4.19 Protection of documents and information CONTRACTOR shall not disclose or share any physical document, electronic media of any type, or verbal information related to the RFP, including, but not limited to, the RFP
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and its attachments, addenda, product(s) of the Work itself, and any information shared by the SANITATION DISTRICT during the prosecution of the Work itself with any foreign
country without the prior written consent of the SANITATION DISTRICT. ARTICLE V INSURANCE, BONDS, INDEMNIFICATION, AND LIMITATION OF LIABILITY
5.1 Insurance A. General Requirements 1. CONTRACTOR, Subcontractors, and Subconsultants shall purchase and maintain, throughout the term of this Agreement and any periods of warranty or extensions, 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, Subcontractors, and Subconsultants in amounts equal to the requirements set forth below.
2. CONTRACTOR shall not commence Work under this Agreement until all required insurance is obtained in a form acceptable to the SANITATION DISTRICT nor shall
CONTRACTOR allow any Subcontractors or Subconsultants to commence any Work until all insurance required of the Subcontractors or Subconsultants has been obtained. Failure to maintain required insurance coverage shall result in
termination of this Agreement or stoppage of Work at CONTRACTOR’s sole cost and without additional time. 3. Insurance coverage shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. 4. CONTRACTOR’s insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. CONTRACTOR shall substitute any insurer whose rating drops below the levels herein specified within twenty (20) days of the SANITATION DISTRICT’s written notice to CONTRACTOR.
5. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Agreement is fully completed and
accepted by the SANITATION DISTRICT pursuant to the “Final Completion” and “Final Acceptance” provisions herein. 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. 6. The SANITATION DISTRICT reserves the right to amend the required limits of insurance commensurate with CONTRACTOR’s risk at any time during the term of the Agreement.
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B. Required Insurance Policies
1. General Liability a. CONTRACTOR shall maintain during the term of the Agreement, including the
period of warranty, Commercial General Liability Insurance written on an occurrence basis providing minimum limits of liability coverage of $10 Million Dollars ($10,000,000) per occurrence and $20 Million Dollars ($20,000,000) aggregate for bodily injury, personal injury, and property damage. b. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. 2. Automobile/Vehicle Liability Insurance
a. CONTRACTOR shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing minimum limits of liability coverage of $5 Million Dollars ($5,000,000), combined single limit per accident, for bodily injury, personal injury, and property damage. b. No vehicles may enter the SANITATION DISTRICT’s premises/worksite without possessing the required insurance coverage. 3. Worker’s Compensation Insurance CONTRACTOR shall provide such Workers’ Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit,
including Employer’s Liability Insurance with a minimum limit of $1 Million Dollars ($1,000,000) per occurrence for bodily injury or disease. Such Worker’s Compensation Insurance shall be endorsed to provide for a waiver of subrogation
in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement.
4. Errors and Omissions/Professional Liability a. CONTRACTOR shall maintain in full force and effect, throughout the term of the Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than $5 Million Dollars ($5,000,000) and in accordance with the provisions of this Paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of the Agreement and for a period of five (5) years from the date of the completion of the services thereunder.
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b. In the event of termination of said policy during this period, CONTRACTOR shall obtain continuing insurance coverage for the prior acts or omissions of
CONTRACTOR during the course of performing services under the Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new
carrier. c. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of the Agreement or until completion of the services provided for in the Agreement, whichever is later. d. CONTRACTOR shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible and the expiration date of said policy and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
5. Pollution Liability Insurance
a. 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 $5 Million Dollars ($5,000,000) and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants, or pollutants. b. The SANITATION DISTRICT, at its sole discretion, shall require CONTRACTOR to increase the minimum insurance coverage required in the prior sub-section if such increase is required by the applicable Task Order.
c. If CONTRACTOR provides coverage written on a claims-made basis, the SANITATION DISTRICT has the right to approve or reject such coverage in its
own discretion. If written on a claims-made basis, CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of the Agreement 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 Work under the Agreement is completed. C. Proof of Coverage CONTRACTOR shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements stated herein. All certificates and endorsements must be received and approved by the SANITATION DISTRICT before Work commences. The SANITATION DISTRICT reserves the right to, at any time, require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage
required. The following are approved forms that must be submitted as proof of coverage:
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• Certificate of Insurance ACORD Form 25 (5/2010) or equivalent.
• Commercial General Liability Form CG-0001 10 01 • General Aggregate (ISO Form) CG 25 03 or 25 04
• Additional Insured (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION
DISTRICT and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT.
• Additional Insured Submit endorsement provided by carrier for the
(Auto Liability) SANITATION DISTRICT approval.
• Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. D. Subcontractors and Subconsultants
CONTRACTOR shall be responsible for establishing insurance requirements for any Subcontractor and Subconsultant hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the
Subcontractor’s and/or Subconsultant’s operations and work. E. Separation of Insured
All liability policies shall contain a “Separation of Insureds” clause. F. Additional Insured and Primary Insurance Requirement Each policy of General Liability Insurance, Automobile Liability Insurance, and Pollution Liability Insurance shall be endorsed to contain the following provisions: 1. The SANITATION DISTRICT, its Directors, officers, agents, subcontractors, subconsultants, 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 SANITATION DISTRICT’s sites in connection with the Agreement or acts and omissions of the additional insured in
connection with its general supervision or inspection of said operations related to the Agreement.
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2. Insurance afforded by the additional insured endorsement shall apply as primary insurance and other insurance maintained by the SANITATION DISTRICT shall be
excess only and not contributing with insurance provided under this policy. G. Limits Are Minimums
If CONTRACTOR maintains higher limits than any minimums shown above, the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONTRACTOR. H. Non-Limiting Nothing in this document shall be construed as limiting in any way nor shall it limit the indemnification provision contained in the Agreement or the extent to which CONTRACTOR may be held responsible for payment of damages to persons or property.
I. Defense Costs
Liability policies shall have a provision specifying that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
J. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled, except after thirty (30) days’ prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days’ written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage, CONTRACTOR and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes
in coverage. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or
otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT.
5.2 Bonds A. Prior to the execution of a Type 1 or Type 2 Task Order, CONTRACTOR shall file with
the SANITATION DISTRICT Surety bonds satisfactory to the SANITATION DISTRICT for the purpose and in the amounts required herein. Bonds shall be duly executed by a responsible corporate Surety, authorized to issue such bonds in the State of California, and secured through an authorized agent with an office in California. Bonds shall be issued by a Surety who is listed in the latest revision of U.S. Department of Treasury
Circular 570, is authorized to issue bonds in California, and whose bonding limitation shown in said circular is sufficient to provide Bonds in the amount required by the Agreement. CONTRACTOR shall pay all Bond premiums, costs, and incidentals.
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B. Each Bond shall be signed by both CONTRACTOR and the Surety and the signature of the authorized agent of the Surety shall be notarized.
C. 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: 1. 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 2. A copy of a valid power of attorney is attached to the Bond.
D. CONTRACTOR shall provide good and sufficient surety bonds for implementation of Task Order as follows: (1) for Type 1 Task Orders, a Payment Bond and (2) for Type 2 Task Orders, a Payment Bond and a Performance Bond. New Bonds shall be
acquired and maintained by CONTRACTOR for each Task Order that requires them. The Bonds shall be in full force prior to the issuance of the Task Order NTP for the applicable Task Order and shall be maintained by CONTRACTOR in full force and
effect until the expiration of the warranty period of the applicable Task Order, including all extensions thereof as provided by the Contract Documents. At no time shall Work be performed by CONTRACTOR without the proper Bonds required herein. CONTRACTOR shall present the following Bonds prior to the issuance of the Task Order NTP: 1. “Payment Bond” (Material Bond) shall be for not less than one hundred percent (100%) of the Task Order price to satisfy claims of material suppliers. The bond shall be maintained by CONTRACTOR in full force and effect until the Work of the applicable Task Order is fully accepted by the SANITATION DISTRICT and until all
claims for materials are paid. As changes to the Task Order occur via approved Change Orders, CONTRACTOR shall assure that the amount of the Bond is adjusted to maintain 100% of the Task Order price.
2. “Performance Bond” shall be for not less than one hundred percent (100%) of the Task Order price to guaranty faithful performance of all Work, within the time period
prescribed, in a manner satisfactory to the SANITATION DISTRICT and to guaranty that all materials and workmanship will be free from original or developed defects and comply with all the requirements of the Agreement and applicable Task Order. The bond shall be maintained by CONTRACTOR in full force and effect until the Work of the applicable Task Order is fully accepted by the SANITATION DISTRICT. This Bond shall also apply to the use of patented articles, materials, or processes and to guarantee the payment of all stop payment notice claimants until Final Acceptance by the SANITATION DISTRICT. As changes to the Task Order occur via approved Change Orders, CONTRACTOR shall assure that the amount of the Bond is adjusted to maintain the 100% of the Task Order price.
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E. For Type 3 Task Orders, CONTRACTOR shall secure bonds as required by law and the CIP Contractor and/or Other Contractor. Compensation for such bonding requirements
will not be included in the SANITATION DISTRICT’s pre-negotiated Task Order with CONTRACTOR, but will be included in CONTRACTOR’s contract with the CIP Contractor.
F. Should any Surety or Sureties ever be deemed unsatisfactory by the SANITATION DISTRICT, CONTRACTOR shall be notified to that effect and CONTRACTOR shall forthwith substitute a new Surety or Sureties satisfactory to the SANITATION DISTRICT. No further payment shall be deemed due or will be made under such Task Order until the new Sureties shall qualify and be accepted by the SANITATION DISTRICT.
5.3 Indemnification A. Except for the active negligence or willful misconduct of the SANITATION DISTRICT, CONTRACTOR undertakes and agrees to defend, indemnify, and hold harmless, through legal counsel acceptable to the SANITATION DISTRICT, the SANITATION DISTRICT, and any and all of the SANITATION DISTRICT’s Board members, officers, agents, employees, assigns, and successors in interest from and against all third-party suits, causes of action, claims, losses, demands, and expenses, including, but not
limited to, attorney’s fees, costs of litigation, and any damages or liabilities to third parties of any nature whatsoever, arising out of or related to the performance or nonperformance by CONTRACTOR, or any of CONTRACTOR’s Subconsultants,
Subcontractors, or suppliers, of any tier, of any portion of the performance of the Work, including, but not limited to, CONTRACTOR’s negligent acts, errors, omissions, breach of contract, breach of warranty (express or implied), or willful misconduct.
B. With respect to all Work covered by or incidental to the Contract Documents, CONTRACTOR shall be responsible for any liability imposed by law and shall indemnify, defend, and hold the SANITATION DISTRICT, ENGINEER, the SANITATION DISTRICT consultants and subconsultants, and all public entities issuing permits to CONTRACTOR (collectively, “Indemnified Parties”), and each of the Indemnified Parties’ directors, officers, agents, and employees, free and harmless from and against all of the following: 1. Any claim, suit, or action of every name, kind, and description, loss, damage, cost, expenses, including reasonable attorney’s fees and expert fees, costs of
compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively- or judicially-imposed penalties or judgments arising by reason of death or bodily injury to person(s), injury to property, or other loss,
damage, or expense resulting from the performance of the Work, design defects (if design originated by CONTRACTOR only), defects in the Work, or by or on account of acts, errors, or omissions of CONTRACTOR or CONTRACTOR’s
Subcontractors and Subconsultants, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance. Said responsibility shall extend to claims, demands, or liability for loss, damage or injuries occurring or discovered after completion of the Work as well as during the progress of the Work. However,
CONTRACTOR shall not be obligated under this Agreement to indemnify the SANITATION DISTRICT, the ENGINEER, or its consultants with respect to the active negligence, sole negligence, or willful misconduct of the SANITATION DISTRICT, the ENGINEER, or its consultants.
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2. In any and all claims against the Indemnified Parties by an employee of
CONTRACTOR, its Subcontractor, Subconsultant, or Supplier, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any
way by the amount or type of damages, compensation, or benefits payable by or for CONTRACTOR, or any Subcontractor, Subconsultant, Supplier, or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. 3. The obligations of CONTRACTOR as specified herein shall not extend to the liability of the SANITATION DISTRICT’s consultants or their subconsultants and each of their directors, officers, agents, and employees arising out of or resulting from or in connection with their preparation of or approval of maps, Drawings, opinions, reports, surveys, designs, or Specifications provided that the foregoing was the sole and exclusive cause of the loss, damage, or injury.
C. CONTRACTOR shall also be responsible for and shall indemnify, defend, and hold harmless the SANITATION DISTRICT, ENGINEER, SANITATION DISTRICT consultants and their subconsultants, and each of their directors, officers, employees,
and agents, from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of CONTRACTOR
to faithfully perform the Work and all of CONTRACTOR’s obligations under the Agreement. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party. D. In the event CONTRACTOR or its insurer refuses or fails to provide a legal defense to the SANITATION DISTRICT after receiving written notice of the legal action and a tender and demand for defense, the SANITATION DISTRICT shall have the right to select counsel of its own choice to represent all the interests of the SANITATION DISTRICT at CONTRACTOR’s sole cost and expense. CONTRACTOR agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by
the SANITATION DISTRICT from any amounts due under the Agreement and owing to CONTRACTOR until such time as a final determination is made as to the responsibility for payment of said fees and costs. CONTRACTOR further agrees that to the extent
the SANITATION DISTRICT incurs such damages and the damages exceed any remaining amounts due under the Agreement and owing to CONTRACTOR, CONTRACTOR shall reimburse the SANITATION DISTRICT for all such additional
damages upon demand by the SANITATION DISTRICT for the same. E. The rights and remedies are cumulative of those provided for elsewhere in this Agreement and those allowed under the laws of the United States, the State of California, and the local laws under which the SANITATION DISTRICT operates.
5.4 Joint and Several Liability
If CONTRACTOR is a joint venture, partnership, or limited liability company, each venturer, partner, or member shall be jointly and severally liable for any and all of the duties and obligations of CONTRACTOR that are assumed under or arise out of the Agreement. Each of such venturer, partner, or member waives notice of the breach or
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non-performance of any undertaking or obligation of CONTRACTOR contained in, resulting from, or assumed under the Agreement and the failure to give any such notice
shall not affect or impair such venturer’s, partner’s, or member’s joint and several liability hereunder.
5.5 Limitation of Liability Except for CONTRACTOR’s obligations to indemnify and defend the SANITATION
DISTRICT for personal injury, bodily injury, or property damage, CONTRACTOR’s total liability to the SANITATION DISTRICT arising out of or in connection with this Agreement shall not exceed 300% of the value of each Task Order for Type 2 and Type 3 Task Orders and shall not exceed 100% of the value of each Type 1 Task Order. ARTICLE VI INTELLECTUAL PROPERTY
6.1 Ownership of Work Products
A. The SANITATION DISTRICT shall own all title, rights, and interests in all Work Products created by CONTRACTOR and its Subcontractors and Subconsultants for the SANITATION DISTRICT under this Agreement. For the purposes hereof, “Work
Products” shall include all intellectual property rights, including copyrights, patentable inventions, and other intellectual property rights in all materials, tangible or not, created in whatever medium specifically for the Work of this Agreement, including, without
limitation, reports, manuals, specifications, drawings and sketches, computer programs (including, but not limited to, SCADA Platform configuration files, application programming for the field-side hardware, graphic user interface programming, reports, and any other programming development within CONTRACTOR’s application and product software to create, configure, and control the SCADA Platform) and source codes for all programs developed for the SANITATION DISTRICT, computer files, databases, schematics, maps, marks, logos, graphic designs, notes, formulas, matters, and combinations thereof (patentable or not), and all forms of intellectual property
(“Work Products”). CONTRACTOR shall not dispute or contest, directly or indirectly, the SANITATION DISTRICT’s rights and title to the Work Products as described in this Agreement, nor shall CONTRACTOR contest the validity of the intellectual property
embodied therein. CONTRACTOR hereby assigns, and if later requested by the SANITATION DISTRICT, shall assign to the SANITATION DISTRICT all title, rights, and interests, tangible or not, in all Work Products. CONTRACTOR shall cooperate,
and cause Subcontractors and Subconsultants to cooperate, in perfecting the SANITATION DISTRICT’s title, rights, or interests, tangible or not, in any Work Product, including prompt execution of documents as presented by the SANITATION DISTRICT. CONTRACTOR and its Subcontractors and Subconsultants shall not file for or attempt to assert any ownership, copyright, patent, or trademark on Work Products. B. If applicable, upon the SANITATION DISTRICT’s request, CONTRACTOR agrees to assist the SANITATION DISTRICT, at the SANITATION DISTRICT’s expense, in obtaining patents or copyrights for such Work Products, including the disclosure of all pertinent information and data with respect thereto and the execution of all
applications, specifications, assignments, and all other instruments and papers which
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the SANITATION DISTRICT shall deem necessary to apply for and to assign or convey to the SANITATION DISTRICT, its successors, and assigns the sole and
exclusive right, title, and interest in such Work Products. CONTRACTOR agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof regarding the Work Products.
6.2 Non-disclosure and Notice by Contractor
A. As specified in the non-disclosure agreement signed by the parties, CONTRACTOR shall exercise best commercial efforts to guard the SANITATION DISTRICT’s Work Products, including intellectual property therein, against and from unauthorized transfer, disclosure, or possession to or by non-SANITATION DISTRICT personnel, unless prior written consent from authorized personnel of the SANITATION DISTRICT is obtained. B. In the unlikely event that inventions, discoveries, novel matters, or combination thereof, (collectively “Matters”), whether patentable or not, come to exist or are suspected to exist during the course of CONTRACTOR’s performance of this Agreement, CONTRACTOR shall notify the SANITATION DISTRICT promptly without undue delay,
shall secure all information pertaining to the Matters, and shall not disclose any information about the Matters to any non-SANITATION DISTRICT personnel.
6.3 Obligations of Subconsultants and Subcontractors of any Tier CONTRACTOR agrees that before commencement of any subconsultant or subcontract
Work it shall incorporate all provisions in this Agreement on intellectual property ownership, including Paragraphs 6.1 and 6.2, of this Article, in CONTRACTOR’s agreement with the Subconsultant or Subcontractor to contractually bind or otherwise oblige its Subconsultants and Subcontractors and their personnel performing Work under this Agreement such that the SANITATION DISTRICT’s title, rights, and interests in Work Products are preserved and protected as intended herein.
6.4 Reservation of Rights and Titles
All intellectual property, documents, information, and public safety and security plans and materials provided by the SANITATION DISTRICT to CONTRACTOR and its
Subconsultants or Subcontractors arising out of or related to this Agreement shall remain the exclusive property of the SANITATION DISTRICT. Nothing herein may be construed to transfer or vest any of the SANITATION DISTRICT’s property rights,
tangible or not, to CONTRACTOR, any of its Subconsultants or Subcontractors, or any other third party. Outside the scope of its performance under this Agreement, CONTRACTOR may not use, reproduce, distribute, or otherwise make public in any manner, either for profit or not, any of the information, documentation, plans, or procedures developed for or provided by the SANITATION DISTRICT hereunder without the prior written consent and security clearance from authorized personnel of the SANITATION DISTRICT.
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6.5 License to use pre-existing Intellectual Property
A. License Grant CONTRACTOR hereby grants to the SANITATION DISTRICT, its consultants, agents,
assigns, and successors in interest a royalty-free, perpetual, non-exclusive, and irrevocable license to use CONTRACTOR’s pre-existing intellectual property (“Pre-Existing IP”) included, embedded, or embodied in the Work Products delivered under this Agreement. Pre-Existing IP herein shall mean all intellectual property, including, without limitation, patents, copyright, trademarks, trade secrets, and proprietary information that had already been created by CONTRACTOR and/or any third party prior to the commencement of performance under this Agreement and that was not created under this Agreement. B. Third Party License
CONTRACTOR shall procure and pay for all necessary intellectual property licenses, rights, clearances, and permission (collectively “Licenses”) for the SANITATION DISTRICT to use all third-party intellectual property or CONTRACTOR’s Pre-Existing
IP included, embedded, or embodied in the Work Products to fully enjoy the benefits of this Agreement. The Licenses granted to the SANITATION DISTRICT shall be, at minimum, royalty-free, perpetual, and irrevocable.
C. License Agreements In the event that a CONTRACTOR’s software license agreement is operationally required, the terms for the SANITATION DISTRICT’s use of the software shall be detailed in that license; provided, however, to the extent of any conflict or ambiguity between CONTRACTOR’s software license agreement and the requirements of this Agreement, the terms of this Agreement shall prevail.
6.6 Non-infringement Warranty CONTRACTOR represents and warrants that performance of all obligations, including those performed by its Subconsultants or Subcontractors, under this Agreement does not infringe in any way, directly or contributorily, upon any third-party’s intellectual property
rights, including, without limitation, patents, copyrights, trademarks, trade secrets, and proprietary information.
6.7 Intellectual Property Infringement A. Indemnification CONTRACTOR will defend, at its expense, and hold the SANITATION DISTRICT harmless in any infringement claim, demand, proceeding, suit, or action (“Action”) against the SANITATION DISTRICT, its Board members, officers, directors, agents, employees, assigns, or successors in interest (“SANITATION DISTRICT Defendants”) for any infringement or violation, actual or alleged, direct or contributory, intentional or otherwise, of any intellectual property rights (1) on or in any design, medium, matter, article, process, method, application, equipment, device, instrumentation, software,
hardware, or firmware used by CONTRACTOR or its Subconsultants or Subcontractors
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of any tier in performing the Work under this Agreement or (2) as a result of the SANITATION DISTRICT’s actual or intended use of any Work Products furnished by
CONTRACTOR under the Agreement. CONTRACTOR also shall indemnify the SANITATION DISTRICT against all reasonable attorney’s fees, losses, costs, expenses, liability, and damages awarded against the SANITATION DISTRICT or
settlement award as a consequence of such Action. B. Participation in Defense In CONTRACTOR’s defense of the SANITATION DISTRICT Defendants, negotiation, compromise, and settlement of any such infringement Action, the SANITATION DISTRICT shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals therefrom, as required by applicable law. C. Rights and Remedies are Cumulative
The rights and remedies are cumulative of those provided for elsewhere in this Agreement and those allowed under the laws of the United States, the State of California, and the local laws under which the SANITATION DISTRICT operates.
D. Business Non-Interruption
1. Should CONTRACTOR have information that (1) any of the Work Products allegedly or actually infringe or may infringe on any third-party intellectual property rights, including, without limitation, patents, copyrights, trademarks, trade secrets, and other proprietary information, or (2) any of the licenses procured on behalf of the SANITATION DISTRICT under this Agreement is due to expire, to be terminated, or enjoined sooner than the term procured for, CONTRACTOR shall immediately notify the SANITATION DISTRICT of such alleged, actual, or potential infringement or license status. Upon the SANITATION DISTRICT’s request, CONTRACTOR shall, at CONTRACTOR’s own expense: a. Procure for the SANITATION DISTRICT the right or license to continue using
the intellectual property at issue; or b. Replace the intellectual property at issue with a functionally equivalent, non-
infringing product, if practicable. 2. Exercise of any of the above-mentioned options shall not cause undue business
interruption to the SANITATION DISTRICT or diminish the intended benefits and use of the Work Products by the SANITATION DISTRICT under the specifications herein.
6.8 Survivability All rights and remedies available to the SANITATION DISTRICT under this Agreement and all provisions of Article 6 shall survive the expiration or other termination of this Agreement.
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ARTICLE VII OTHER GENERAL PROVISIONS
7.1 Wage Requirements
To the extent CONTRACTOR intends to utilize employees who will perform work during the Agreement, as more specifically defined under Labor Code Section 1720, CONTRACTOR shall be subject to prevailing wage requirements with respect to such employees.
7.2 Drug Free Workplace CONTRACTOR hereby certifies that it will provide a drug-free workplace consistent with the requirements of California Government Code section 8355 and any other applicable law or regulation.
7.3 Non-Discrimination and Equal Opportunity Requirements A. CONTRACTOR hereby declares that it has not violated or been found in violation by final judgment (after all appeals have been exhausted) of a court of competent
jurisdiction, of discrimination pursuant to any law, including, without limitation, California Government Code section 12940. CONTRACTOR further declares that during the performance of the Agreement, CONTRACTOR will not discriminate against
any employee or applicant for employment because of race, color, religion, sex, or national origin. CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such actions shall include, but not be limited to, employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training or apprenticeship. B. In every contract with Subcontractors or Subconsultants, CONTRACTOR shall include provisions regarding non-discrimination in employment consistent with the requirements above.
7.4 Independent Contractors
A. The legal relationship between the parties herein is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. CONTRACTOR shall act independently and not as an officer or employee
of the SANITATION DISTRICT and, as such, the SANITATION DISTRICT assumes no liability for CONTRACTOR’s action and performance nor assumes responsibility for taxes, funds, payments, or other commitments, implied or expressed, by or for
CONTRACTOR. CONTRACTOR shall be obligated to pay any and all applicable Federal, State, and local payroll and other taxes incurred as a result of fees hereunder. B. CONTRACTOR shall not be entitled to any benefits accorded to those individuals listed on the SANITATION DISTRICT’s payroll as regular employees including, without limitation,
worker’s compensation, disability insurance, vacation, holiday, or sick pay. CONTRACTOR shall be responsible for providing, at CONTRACTOR’s expense, disability, worker’s compensation, and other insurance as well as licenses and permits usual or necessary for
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performing the Work hereunder. CONTRACTOR shall remain ineligible for such benefits or participation in such benefit plans even if a court later determines that the SANITATION
DISTRICT misclassified CONTRACTOR for tax purposes. C. CONTRACTOR shall not be considered an agent of the SANITATION DISTRICT for
any purpose whatsoever nor shall CONTRACTOR have the right to, and shall not, commit the SANITATION DISTRICT to any agreement, contract, or undertaking. In addition, CONTRACTOR shall not use the SANITATION DISTRICT’s name in its promotional material or for any advertising or publicity purposes without prior expressed written consent of the SANITATION DISTRICT. D. CONTRACTOR hereby indemnifies the SANITATION DISTRICT for any claims, losses, costs, fees, liabilities, damages, and penalties suffered by the SANITATION DISTRICT arising out of CONTRACTOR’s breach of this provision.
7.5 Public Records This Agreement is a public document subject to the California Public Records Act (“PRA”) and, as such, may be subject to public review. All documents in connection with the
Agreement are subject to disclosure unless a specific exemption in the PRA applies. If CONTRACTOR submits information clearly marked confidential or proprietary, the SANITATION DISTRICT may protect such information and treat it with confidentiality only to
the extent permitted by law. Should the SANITATION DISTRICT choose to withhold such information, it will be the responsibility of CONTRACTOR to provide to the SANITATION DISTRICT the specific legal grounds on which the SANITATION DISTRICT can rely in
withholding information requested under the PRA. General references to sections of the PRA will not suffice. Rather, CONTRACTOR must provide a specific and detailed legal basis, including applicable case law, that clearly establishes the requested information is exempt from the disclosure requirements of the PRA. If CONTRACTOR does not provide a specific and detailed legal basis for withholding the requested information within a time specified by the SANITATION DISTRICT, the SANITATION DISTRICT will release the information as required by the PRA and CONTRACTOR will hold the SANITATION DISTRICT harmless for the release of this information. CONTRACTOR may timely seek, at CONTRACTOR’s sole cost and expense, a protective order or other judicial determination to prevent disclosure of any such information. It will be CONTRACTOR’s obligation to defend, at CONTRACTOR’s expense, any legal actions or challenges seeking to obtain from the
SANITATION DISTRICT any information requested under the PRA withheld by the SANITATION DISTRICT at CONTRACTOR’s request. Furthermore, CONTRACTOR shall indemnify the SANITATION DISTRICT and hold it harmless for any claim or liability and
defend any action brought against the SANITATION DISTRICT resulting from the SANITATION DISTRICT’s refusal to release information requested under the PRA withheld at CONTRACTOR’s request. Nothing in this Agreement creates any obligation for the
SANITATION DISTRICT to notify CONTRACTOR or obtain CONTRACTOR’s approval or consent before releasing information subject to disclosure and not clearly marked confidential or proprietary.
7.6 Governing Law and Jurisdiction This Agreement shall be governed by and interpreted under the laws of the State of California with venue in Orange County for any claim or action in connection with this Agreement or the
performance thereof.
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7.7 Precedence of Documents
If an apparent conflict or inconsistency exists between the main body of this Agreement and the exhibits and other incorporated documents, the main body of this Agreement shall control.
If a conflict exists between an applicable Federal; State; or local law, rule, regulation, order, or code and this Agreement, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of this Agreement; the exhibits; other incorporated
documents; and laws, rules, regulations, orders, or codes are not deemed conflicts and the most stringent requirement shall control. Each party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement. In resolving inconsistencies or ambiguities among two (2) or more documents of this Agreement, the document highest in precedence shall control. The precedence shall be as follows: A. Applicable law
B. This Agreement
C. Exhibit 6 – Escrow Agreement
D. Exhibit 7 - General Conditions
E. Exhibit 8 – General Requirements (Division 1)
F. Exhibit 4 - Unit Prices
G. Exhibit 9 - Standard Specifications
H. Exhibit 10 - Reference Specifications
I. Exhibit 11 - Reference Plans
7.8 No Waiver
No failure of either the SANITATION DISTRICT or CONTRACTOR to insist upon the strict performance by the other of any covenant, term, or condition of this Agreement nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term,
or condition of this Agreement shall constitute a waiver of any such breach of such covenant, term, or condition. No waiver of any breach shall affect or alter this Agreement and each and every covenant, term, and condition hereof shall continue in full force and effect without respect to any existing or subsequent breach.
7.9 Successors in Interest This Agreement and all rights and obligations created by this Agreement shall be in force and effect whether or not any parties to the Agreement have been succeeded by another entity and all rights and obligations created by this Agreement shall be vested and binding on any party’s successor in interest.
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7.10 Non-Assignment
CONTRACTOR shall not delegate any duties nor assign any rights under this Agreement without the SANITATION DISTRICT’s prior written consent. Any such attempted delegation or assignment shall be null and void.
7.11 Attorney’s Fees
If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled.
7.12 Notices All notices under this Agreement must be in writing. Written notice shall be delivered by
personal service; regular U.S. mail; 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 of 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:
The SANITATION DISTRICT:
Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Contracts Administration And Project Manager,
Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708
Attention: Donald Cutler With a Copy To:
Bradley R. Hogin, Esq. Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 CONTRACTOR: ABB Inc. 3055 Orchard Drive San Jose, CA 95134
Attention: _______________________________
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SURETY:
_______________________________
_______________________________
_______________________________
_______________________________ Attention: _______________________________
7.13 Section Headings and Contract Interpretation All titles, subtitles, and/or section headings appearing herein have been inserted for convenience and shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning, intent, or construction of any of the terms or provisions hereof. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against the SANITATION DISTRICT or CONTRACTOR. The singular shall include the plural; use of feminine, masculine, or neutral genders shall be deemed to include the genders not used.
7.14 Drafting Ambiguities The parties agree that they are aware that they have the right to be advised by counsel
with respect to the negotiations and terms and conditions of this Agreement. The decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each party. This Agreement shall not be construed in
favor of or against either party by reason of the extent to which each Party participated in the drafting of the Agreement.
7.15 Exhibits Incorporated. All Exhibits referenced in this Agreement are incorporated into the Agreement by this reference.
7.16 Severability The unenforceability, invalidity, or illegality of any provision of this Agreement shall not
render any other provision of this Agreement unenforceable, invalid, or illegal.
7.17 Agency Powers
Nothing contained in this Agreement shall be construed as a limitation upon the powers of the SANITATION DISTRICT under the laws of the State of California.
7.18 Counterparts This Agreement may be executed in counterparts all of which when taken together shall constitute a single, signed document as though all parties had executed the same agreement.
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7.19 Entire Agreement
This Agreement and the exhibits, documents, and document references incorporated into this Agreement, including the RFQ, Requests for Information, RFP, and CONTRACTOR’s SOQs, fully express all understandings of the parties concerning the matters covered in
this Agreement. No change, alteration, amendment, or modification of the terms or conditions of this Agreement and no verbal understanding of the parties, their officers, agents, or employees shall be valid unless made in the form of a written change agreed to in writing by both parties. All prior negotiations and agreements are merged into this Agreement.
7.20 Amendments
The Agreement may be supplemented, amended, or modified only by the mutual written agreement of the parties.
[Intentionally left blank. Signatures follow on next page.]
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EXECUTION IN WITNESS WHEREOF, the Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONTRACTOR as of the day and year first written above.
CONTRACTOR: ABB INC. By __________________________________________________ Signature Date __________________________________________________ Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ John B. Withers Date
Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board
APPROVED AS TO FORM
By: ______________________________________________ Date
______________________________________________ General Counsel
By __________________________________________________ Ruth Zintzun Date Purchasing & Contracts Manager
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PROJECT NO. SP-196 AGREEMENT FOR THE DESIGN, INSTALLATION, IMPLEMENTATION, AND MAINTENANCE OF A PROCESS CONTROL SYSTEM
EXHIBIT 1
List of Lift/Pump Stations
[To be inserted]
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EXHIBIT 2
Project J-120 Scope of Work [To be inserted]
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EXHIBIT 3
Signed Non-disclosure Agreement [To be inserted]
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EXHIBIT 4
Unit Prices [To be inserted]
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EXHIBIT 5
Safety Standards [To be inserted]
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EXHIBIT 6
Escrow Agreement [To be inserted]
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EXHIBIT 7
General Conditions [To be inserted]
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EXHIBIT 8
General Requirements [To be inserted]
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EXHIBIT 9
Standard Specifications
[To be inserted]
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EXHIBIT 10
Reference Specifications
[To be inserted]
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EXHIBIT 11
Reference Plans [To be inserted]
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EXHIBIT 12
Allowable Direct Costs
[To be inserted]
6/30/2021
1
Process Control Systems Upgrades Study
Project No. SP‐196
Presented by:
Mike Dorman
Engineering
Manager
Operations
Committee
July 7, 2021
Master Service Agreement
Supervisory Control and Data Acquisition (SCADA)
HumanMachine Interface (HMI)
Controller
Industrial Control Systems (ICS) Network
FirewallOfficeNetwork
Internet
Firewall
Motor Starter
Pump No. 1
Pressure
UltrasonicLevel
Wet Well
Remote Input/Output (I/O)
Flow HighPressureSwitch
High LevelFloat Switch
Monitor and Control Process, Electrical, Central Generation and Pump Stations
Record Events and Historical Data for Reporting and Troubleshooting
Graphical User Interface to Monitor, Control and Configure the Control System
HistorianHMI Servers
2
1
2
6/30/2021
2
Start
Level
Stop
Level
12345678910
LEVEL
Pump
No. 1
ONOFF
MOTOR
STARTER
Feet
Pump Level Control
Controller Remote Input/Output (I/O)
Ultrasonic
Level
3
Human Machine Interface
4
3
4
6/30/2021
3
Human Machine Interface
5
Human Machine Interface
6
5
6
6/30/2021
4
7
Plant 1
Control
Center
SCADA system allows 24-hour operation from 1 location at each plant
Why Replace the Human Machine Interface (HMI)?
•HMI System –CRISP
(Process, electrical and
pump stations)
•>27 years old
•No longer commercially
supported
•3rd party CRISP programmers
are reaching retirement age
•HMI System – Wonderware
(Central Generation and
Load Shedding)
•Replace to have one system
8
7
8
6/30/2021
5
Why Select New Programmable Logic Controllers (PLC)?
•PLCs – Modicon Quantum
•>23 Years Old
•No longer manufactured
9
SCADA System Replacement Plan
•HMI: Replace now under Project No. J‐120
•PLC/Controllers: Replace as part of future CIP
projects over the next +25 years
10
9
10
6/30/2021
6
Competitive Procurement
HMI/PLC System DCS System
HMI Software HMI Vendor DCS Vendor
Controller PLC Vendor DCS Vendor
Training HMI and PLC Vendor DCS Vendor
Control Panel Panel Fabricator Panel Fabricator/DCS Vendor
Programming In‐House / Systems Integrator In‐House / DCS Vendor /
System Integrator
Competed Human Machine Interface (HMI) and Programmable
Logic Controllers (PLC) versus Distributed Control System (DCS)
11
Fact
Finding
Fact
Finding
PLANNING AND CONSULTANT SELECTION
Study and Procurement
Jan 2017 –Feb 2018
SCADA
Requirements
SCADA
Requirements
‐Workshops
‐Determined
features
‐Procurement
process
‐Workshops
‐Determined
features
‐Procurement
process
OC SAN AND CONSULTANT
Procurement
Documents
Procurement
Documents
Vendor Outreach
and Testing
Vendor Outreach
and Testing
‐Tested vendor
HMI with sample
PLC logic
‐Tested vendor
HMI with sample
PLC logic
Consultant RFP
and Selection
of Stantec
Consultant RFP
and Selection
of Stantec
Issued RFQIssued RFQ
‐Request for
Qualifications (RFQ)
‐Request for
Proposals (RFP)
‐Master Services
Agreement (MSA)
‐HMI Scope
‐Request for
Qualifications (RFQ)
‐Request for
Proposals (RFP)
‐Master Services
Agreement (MSA)
‐HMI Scope
Feb 2018 –Feb 2019
12
11
12
6/30/2021
7
RFQ RFQ
Absolute
Requirements to
Work with Our
Existing System
Absolute
Requirements to
Work with Our
Existing System
QUALIFYING PHASE
RFQ/RFP Procurement Process
Pass/FailPass/Fail
3 Firms Passed the RFQ Phase3 Firms Passed the RFQ Phase
Feb 2019 – August 2019
DCS
ABB
Emerson
Honeywell
HMI
AVEVA ‐Wonderware
Rockwell Automation
Trihedral –VTScada
Firms
Pricing
‐25‐year software licensing
‐HMI replacement (Project J‐120)
‐Total cost to replace all controllers
Pricing
‐25‐year software licensing
‐HMI replacement (Project J‐120)
‐Total cost to replace all controllers
Jan 2020 –
June 2020
July 2020 –
Aug 2020
Oct 2020 (Emerson)
March 2021
April 2021 –
June 2021
TOP
QUALIFIED
PROPOSERS
RankingRanking
Classroom
Trials
Classroom
Trials
Vendor
Interviews
Vendor
Interviews
Ranking /
Selection/
Negotiations
Ranking /
Selection/
Negotiations
RFP
Response
RFP
Response
Scoring
‐Proposal
‐Non‐
Disclosure
Agreement
(NDA)
‐Price
Scoring
‐Proposal
‐Non‐
Disclosure
Agreement
(NDA)
‐Price
SELECTION PHASE
Reference
Checks
Reference
Checks
DCS
ABB
Emerson
HMI
AVEVA ‐Wonderware
Proposers
Feb 2021 (ABB)
(ABB)
(ABB)
13
Master Services Agreement
15‐year agreement (hardware and software) plus 10 years
of renewals (1‐to 5‐year increments)
•Hardware, software, training, and labor based on unit prices
•Work executed through task orders
•Guarantees lowest pricing based on verified costs
14
13
14
6/30/2021
8
Three Task Order Types
Type 1 – Product and Services Task Order
•Supply hardware and software products to OC San
•Provide hourly services to support OC San
Type 2 –Project‐based Task Order
•Implement OC San project scope of work for hardware,
software and engineering/programming services
Type 3 –Project‐based Task Order assigned to Other
Contractors
•Provide field‐side hardware and/or field services to CIP
Contractors
15
Task Orders
•Task Order No. 1: Replace existing HMI software
through Project No. J‐120 (price included in proposal)
•Future Task Orders
•Perform HMI and/or controller programming on future
projects
•Add system features
•Enhanced alarming
•Predictive maintenance
•Integrate Standard Operating Procedures
•Simulation system for training
16
15
16
6/30/2021
9
RFP Scoring
Proposer
Non‐
Disclosure
Agreement
Response
(Pass/Fail)
Price
Proposals
(Max.40
Points)
Project
Delivery
Response
(Max. 10
Points)
Technology
Response
(Max. 50
Points)
Total
Score
(Max.
100
Points)
ABB Pass 40 7 32 79
AVEVA Pass 25 6 34 65
17
RFP Evaluated Pricing
18
ABB AVEVA
J‐120 HMI Replacement
J‐120 Labor and Training $5.6M $42.9M
J‐120 Licensing and Components $2.8M $3.2M
J‐120 Total $8.4M $46.1M
Complete PLC Hardware Replacement $30.2M $11.2M
Licensing (25 years)$9.3M $20.9M
Graphics Upgrade $0.5M $0.7M
Additional Commercial Items $0.0M $0.1M
Total Evaluated Price $48.4M $79.0M
17
18
6/30/2021
10
SP‐196 Recommended Action
Recommend to the Board of Directors to:
A. Award a Master Services Agreement with ABB Inc. for the design,
installation, implementation, and maintenance of a process control
system; and
B. Authorize staff to specify ABB Inc. as the sole source provider for
equipment, materials, software and services for control systems on
current and future projects; and
C. Ratify the addition of ABB Inc. to the list of pre-approved Original
Equipment Manufacturers for procurements under $100,000 for
equipment, materials, software and services for control systems.
19
Questions
?
20
19
20
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1584 Agenda Date:7/7/2021 Agenda Item No:12.
FROM:James D. Herberg, General Manager
Originator: Kathy Millea, Director of Engineering
SUBJECT:
PROCESS CONTROL SYSTEMS UPGRADES, PROJECT NO. J-120
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve Task Order No. 1 under the Master Services Agreement with ABB Inc. to provide
services, software, and equipment for Process Control Systems Upgrades, Project No. J-120,
for an amount not to exceed $11,818,480; and
B. Approve a contingency of $1,181,848 (10%).
BACKGROUND
The Supervisory Control and Data Acquisition (SCADA)system provides essential process
monitoring,control,and archiving of process data,which is required for regulatory compliance.This
system provides automatic control and allows operators to interactively monitor and control the
process facilities from centralized areas,assuring that the systems are performing properly and that
alarm conditions can be monitored and responded to immediately.The existing SCADA system
utilizes programmable logic controllers (PLCs)and a Human-Machine-Interface (HMI)system
consisting of networks,servers,workstations,software,and a data archiving system referred to as a
historian.
The existing HMI software package is no longer supported by any vendor and requires emulation
software to use Windows-based workstations.There are only a few people outside of the Orange
County Sanitation District (OC San)who can make software changes to support the current and
future needs of OC San.This system will become increasingly difficult to service and maintain with
time.
Process Control Systems Upgrades Study,Project No.SP-196,determined the requirements for the
new SCADA system,developed a scope of work to replace the existing HMI,and performed a multi-
phase procurement to evaluate and select a vendor platform to replace the existing SCADA system.
Approval of a Master Services Agreement with the selected vendor,ABB Inc.,is scheduled to be
submitted for Board approval at the same meeting as this item.
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RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Sustain 1, 5, 20-year planning horizons
·Maintain a proactive asset management program
PROBLEM
The existing HMI system is at the end of its useful life and requires replacement to continue to
provide a reliable system for OC San Operations and Maintenance staff.The HMI system needs to
be replaced as a complete integrated system,including the development of new HMI and controller
programming standards and templates.
PROPOSED SOLUTION
Approve Task Order No.1 under the Master Services Agreement with ABB Inc.to replace the existing
HMI,which includes software and hardware standards development.This task order will replace the
HMI and will integrate the new system with the existing PLCs.Existing PLC systems will be replaced
over time through a number of capital improvement projects.
TIMING CONCERNS
Finding programmers with the appropriate training to support the HMI system is becoming difficult.
The existing HMI needs to be replaced as a complete system.
RAMIFICATIONS OF NOT TAKING ACTION
It will become increasingly difficult to support and maintain the HMI software due to staff and
consultant retirements in the next 10 years.
ADDITIONAL INFORMATION
Staff conducted extensive negotiations with ABB Inc.to review the scope of work requirements,the
assumptions to be used for the estimated level of effort,and the level of design detail required for this
project.In evaluating whether the fee proposal was fair and reasonable,the estimated level of effort
was evaluated in detail for each phase,task,and subtask,and found to be justified by the needs of
the project,the agreed-upon assumptions,and OC San’s expectation for the quality of services.This
was further validated by staff from Stantec,the Consultant retained to support OC San through
Project No. SP-196. The original proposal of $8,433,736 was negotiated down to $8,211,707.
During negotiations,additional scope items were added to enhance the functionality of the SCADA
platform by incorporating additional features into the base platform identified in the RFP.A number of
these items were not included in the base scope because doing so would have eliminated some
competitors or given one firm an inappropriate advantage.These scope items added additional effort
and licensing costs associated with the project.
No.Item Price Justification
1 Replacement of
existing Wonderware
enterprise historian
$1,275,899 This was not in the original scope since one of
the competitors provides the current historian
and would have had an unfair price advantage.
Using ABB’s historian leverages the integrated
features of the new system.
2 Replacement of
existing Monthly
Summary of
Operations reports
and new electronic
operator daily round
sheets
$1,213,169 The existing reporting system is a custom
program that is difficult to maintain. OC San
has been looking at implementing an operator
round sheet solution for several years. This
was not in the original scope since not all firms
offer this feature.
3 Additional
cybersecurity features
$597,224 ABB offered additional cyber security features
that extend beyond the base requirements.
These features increase security and have
been tested and proven by them as an
integrated system.
4 Enhancement of the
existing Major
Equipment Status
system
$325,641 The original scope included the replacement of
this system in kind. This enhancement will
integrate with the SCADA system to provide
real-time plant capacity for wet and dry weather
conditions.
5 Additional
programming
standards and testing
$144,840 This item increases how many programing
templates that ABB will need to configure. The
additional templates were identified after the
original scope was prepared. This also adds
support for witness testing by OC San for all
new programming templates.
6 Existing Control Room
Upgrade Study
$50,000 Authorizes ABB to develop a conceptual design
for the new control room configurations at Plant
No. 1 and No. 2 based on the new HMI system.
Total Additional
Scope Items
$3,606,773
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No.Item Price Justification
1 Replacement of
existing Wonderware
enterprise historian
$1,275,899 This was not in the original scope since one of
the competitors provides the current historian
and would have had an unfair price advantage.
Using ABB’s historian leverages the integrated
features of the new system.
2 Replacement of
existing Monthly
Summary of
Operations reports
and new electronic
operator daily round
sheets
$1,213,169 The existing reporting system is a custom
program that is difficult to maintain. OC San
has been looking at implementing an operator
round sheet solution for several years. This
was not in the original scope since not all firms
offer this feature.
3 Additional
cybersecurity features
$597,224 ABB offered additional cyber security features
that extend beyond the base requirements.
These features increase security and have
been tested and proven by them as an
integrated system.
4 Enhancement of the
existing Major
Equipment Status
system
$325,641 The original scope included the replacement of
this system in kind. This enhancement will
integrate with the SCADA system to provide
real-time plant capacity for wet and dry weather
conditions.
5 Additional
programming
standards and testing
$144,840 This item increases how many programing
templates that ABB will need to configure. The
additional templates were identified after the
original scope was prepared. This also adds
support for witness testing by OC San for all
new programming templates.
6 Existing Control Room
Upgrade Study
$50,000 Authorizes ABB to develop a conceptual design
for the new control room configurations at Plant
No. 1 and No. 2 based on the new HMI system.
Total Additional
Scope Items
$3,606,773
As a result of these negotiations,the base bid with the additional scope items resulted in total fee of
$11,818,480. Based on the above, staff recommends awarding the task order to ABB Inc.
CEQA
The project is exempt from CEQA under the Class 1 and 2 categorical exemptions set forth in
California Code of Regulations Sections 15301 and 15302.A Notice of Exemption will be filed with
the OC Clerk-Recorder after OC San’s Board of Directors approval of the Master Services Agreement
and Task Order No. 1.
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File #:2021-1584 Agenda Date:7/7/2021 Agenda Item No:12.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update,Fiscal Year 2021-2022,Appendix A,Page A-8,Process Control
Systems Upgrades, Project No. J-120) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Task Order No. 1
·Presentation
GR:dm:gc
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Project No. J-120, Process Control Systems Upgrades Task Order No. 1 Agreement Revision 062221
TASK ORDER NO. 1 AGREEMENT
Project No. J-120, Process Control Systems Upgrades
Task Order No. 1 for Project No. J-120, Process Control Systems Upgrades, for professional
engineering services (Task Order), has been assigned to ABB, Inc. (“CONSULTANT”) in
accordance with the Master Services Agreement, PROJECT NO. SP-196, dated July 28, 2021,
by and between ORANGE COUNTY SANITATION DISTRICT (OC SAN) and CONSULTANT
(“Agreement”).
The Task Order consists of the following components:
1. Attachment “A” – Scope of Work (final negotiated)
2. Attachment "E" – Fee Proposal Form (final negotiated)
3. Attachment "I" – Cost Matrix & Summary (final negotiated) 4. Attachment K – Non-Professional Services Subconsultant Hourly Rate Schedule.
[Note to CA: This attachment only applies to multiplier agreements.]
5. Attachment “K” – Hourly Rate Schedule (final negotiated)
CONSULTANT hereby agrees to complete the Task Order as described in the documents listed
above and attached hereto for an amount not to exceed $11,818,480.
Costs for the work included in this Task Order shall be invoiced separately from costs for work
included in any other task orders issued.
This Task Order shall be incorporated into the Agreement. All terms and conditions of the
Agreement shall remain in full force and effect.
ORANGE COUNTY SANITATION DISTRICT ABB, INC.
__________________________ __________ __________________________ __________
John B. Withers Date Signature Date Board Chairman
__________________________ __________ ____________________________________
Ruth Zintzun Date Printed Name & Title Purchasing & Contracts Manager
6/30/2021
1
Process Control Systems Upgrade
Project No. J‐120
Presented by:
Mike Dorman
Engineering
Manager
Operations
Committee
July 7, 2021
Contract Award
J‐120 Scope of Work
•Replaces the existing HMI system
•Graphic screens
•Alarming
•Read‐only HMI system
•Cyber security (security updates, malware protection, backup & recovery)
•Maximo integration (maintenance management system)
•Training
•Develops New Standards
•HMI Graphics
•Controller
•Update equipment specs and
control panel drawings
2
1
2
6/30/2021
2
J‐120 Schedule
Task 2021 2022 2023 2024 2025
Standards Development
Plant 1
Plant 2
Pump Stations
Final Completion
3
J‐120 ABB Costs
No. Item Price Comments/Justification
Base Proposal Price
1 J‐120 Costs $8,211,707 Negotiated base price. Submitted price $8,433,737.
Additional Scope Items
1 Enterprise historian $1,275,899 Optional proposal item. Leverages ABB’s integrated
historian features.
2 Monthly reports and
operator round sheets
$1,213,169 Existing custom reporting system difficult to maintain.
3 Cyber security $597,224 ABB offered additional tested and proven cyber security
features that extend beyond the base requirements.
4 Major Equipment Status $325,641 Integrates with the SCADA system to provide real‐time
plant capacity for wet and dry weather conditions.
5 Additional
programming standards
and testing
$144,840 Added programming templates. Added witness testing
by OC San for all programming templates.
6 Existing Control Room
Upgrade Study
$50,000 ABB has expertise developing conceptual control room
designs.
Additional Costs
Subtotal
$3,606,773
Total Costs $11,818,480
4
3
4
6/30/2021
3
J‐120 Recommended Action
Recommend to the Board of Directors to:
A. Approve Task Order No. 1 under the Master Services
Agreement with ABB Inc. to provide services, software
and equipment for Process Control Systems Upgrades,
Project No. J-120, for an amount not to exceed
$11,818,480; and
B. Approve a contingency of $1,181,848 (10%).
5
Questions
?
6
5
6
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1728 Agenda Date:7/7/2021 Agenda Item No:13.
FROM:James D. Herberg, General Manager
Originator: Lan C. Wiborg, Director of Environmental Services
SUBJECT:
RIALTO BIOENERGY FACILITY DRYING AND THERMAL CONVERSION CONTRACT -
BIOSOLIDS MANAGEMENT
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Service Contract to Rialto Bioenergy Facility (RBF) to pilot a biosolids
drying and thermal conversion service for approximately 100 wet tons per day at a base fee of
$94 per wet ton, plus monthly fuel surcharge, annual CPI (consumer price index) adjustment,
and special sampling events at a rate of $3,950 per event (6 events) for targeted Per- and
Polyfluoroalkyl Substances (PFAS) compounds. The term of this Contract is for three (3)
years with two (2) optional one-year renewals for a total annual amount not to exceed
$3,463,095; and
B. Approve an annual contingency of $346,310 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)continues to actively pursue biosolids management
options to maintain a long-term program that promotes beneficial use of biosolids.In accordance
with the principles of its biosolids management policy (Resolution No.OCSD 13-03),OC San
maintains a diverse portfolio of biosolids management options that utilize multiple contractors,
facilities, and biosolid product markets, while maintaining fail-safe, back-up options.
In February 2020,OC San issued a Biosolids Thermal Conversion (BTC)Request for Information
(RFI)as recommended by the 2019 Strategic Plan and reflective of the Biosolids Master Plan to seek
emerging technologies to create energy from biosolids and further diversify facilities and biosolids
product markets.The 2019 Strategic Plan also recognized rising regulatory concerns regarding
PFAS compounds.
In April 2020,OC San received five (5)responses to the RFI,of which four (4)had the appropriate
operational temperature of at least 400 Celsius,three (3)had proven scalable technologies,and
ultimately only one (1),the RBF,was already funded and in construction to meet OC San’s short-term
demonstration project timeline to minimize risk to OC San.OC San staff has been working on this
sole source demonstration contract and negotiations with RBF since the RFI results were presented
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to the Board’s Operations and Administration Committees in November 2020.
The RBF is located in Rialto,California in San Bernardino County and is a subsidiary of Anaergia,a
global resource recovery company.The RBF process will first dry the biosolids (from about 25%to at
least 90%total solids)to produce a pellet utilizing a low-temperature belt dryer.Then Anaergia’s
patented two-stage pyrolysis system uses high temperatures (about 700 C/1300 F)to produce three
products:pyrolysis gas,bio-oil,and biochar.The pyrolysis gas is used for heating the pyrolizer and
dryers.The bio-oil is maximized and fed to the onsite anaerobic digesters to increase biogas
production.The RBF digesters process organic material extracted from municipal solid waste to
generate biogas for pipeline injection, which is a separate process stream than biosolids.
Key features of this contract include:
·Diversification:As explained above,this contract provides diversification of OC San’s
portfolio of biosolids management options into an emerging technology that may also help
destroy PFAS.
·PFAS sampling:This is the first time Anaergia is installing a pyrolysis unit of this size as
previous units were for smaller plants,but the technology is anticipated to be fully scalable.
This sole source contract will demonstrate the PFAS destruction effectiveness of the pyrolysis
technology.The contract includes up to six (6)PFAS sampling and reporting events at a cost
of $3,950 each to be performed after full commissioning of pyrolysis is complete.RBF’s
proposal included promising results from their smaller scale pyrolysis operation that indicated
destruction of all PFAS components that were tested.
·Sole source:Given the short-term,demonstration nature of this contract as well as the 2020
RFI full market survey performed and strict criteria (operational technologies and timeline),OC
San staff believe the sole source is the appropriate contract vehicle.
·Accelerated timeline:The RBF project is financed with $117,200,000 of Green Bonds from
the California Pollution Control Financing Authority,and RBF’s parent company,Anaergia,also
provided equity.Therefore,the facility is fully financed,and currently in various stages of
construction and commissioning,thereby meeting OC’s San’s accelerated timeline criteria.
Normally,agencies need to commit to long-term,guaranteed biosolids tonnage before projects
can be financed and constructed.
·Low-risk,non-guaranteed tonnage:As a result of the accelerated timeline,OC San was
able to negotiate a contract with no guarantee of tonnage and a short-term commitment which
is conducive to the technology pilot this sole source contract serves.This also makes this
contract a low-risk biosolids management option as OC San can withdraw at any time.
Although the tonnage is not guaranteed,OC San anticipates hauling an average of 100 wet
tons (4 trucks) per day.
·First in line for new advanced technology:Los Angeles County Sanitation Districts and the
City of Los Angeles both added the RBF (Anaergia)as a hauling destination to their Denali
contracts in 2018.These hauling contracts only list the hauling location and do not guarantee
capacity for the pyrolysis unit.OC San will be the first agency to contractually commit
biosolids to RBF’s pyrolysis unit which means OC San is the first in line to have our 100 tons
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biosolids to RBF’s pyrolysis unit which means OC San is the first in line to have our 100 tons
per day of biosolids processed through pyrolysis.As other agencies sign on,OC San will
have peace of mind that OC San biosolids are being processed first.
·Performance guarantees:This contract contains a price de-escalation clause if the pyrolysis
unit is not fully commissioned after nine (9)months from the Notice to Proceed date.The
price will drop by $1 per ton per month for up to seven (7)months until pyrolysis is fully
commissioned.By February 1,2023,if pyrolysis is not fully commissioned,OC San has the
option to continue sending biosolids to RBF for drying to create a pellet product at $87 per wet
ton base price.All other contract terms will remain in effect.Note that the dryer is not a PFAS
destruction technology,however the drying service will continue to meet emerging market and
diversification policies.
·Short-term:The contract avoids the typical long-term commitments needed to invest in a
new technology.The term of this sole-source Agreement is for three (3)years and,upon
mutual written agreement,with an option to extend on a year-to-year basis with up to two (2)
annual extensions.
·Standard contract components:Other features of this contract are typical of OC San
biosolids contracts including fuel surcharge to cover diesel price variability,consumer price
index increases to cover onsite facility costs,and an annual contingency of 10%($346,310)to
account for fuel and CPI increases.
RELEVANT STANDARDS
·Maintain and adhere to appropriate internal planning documents (Strategic Plan,Biosolids
Master Plan)
·Safe, beneficial reuse of Biosolids
·Comply with environmental permit requirements
PROBLEM
OC San’s Biosolids Master Plan,Biosolids Policy,and 2019 Strategic Plan support diversification of
biosolids management options including into new technology emerging markets.Potential
regulations in the future could target PFAS compounds present at low levels in biosolids and could
require treatment or destruction of PFAS in biosolids.
PROPOSED SOLUTION
Approve the Agreement to demonstrate the effectiveness of pyrolysis for PFAS destruction while
increasing biosolids management diversity,emerging markets,and sustainability through a local,in-
basin management option.
TIMING CONCERNS
With the approval of this contract,OC San will be the first agency to have provided biosolids to the
new pyrolysis process.RBF anticipates commissioning of pyrolysis units in December 2021 and will
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be working with sister agencies to fill the remaining 200 tons per day of capacity.
RAMIFICATIONS OF NOT TAKING ACTION
OC San will not be able to demonstrate the potential PFAS destruction of pyrolysis,will lose an
opportunity to be “first in line”,as well as missing out an opportunity for additional diversification of
our biosolids portfolio with a new technology,new emerging market,and new biosolids products
(pellets and biochar).
CEQA
The project is within the scope of the OC San’s Biosolids Mater Plan EIR.(Orange County Sanitation
District Biosolids Master Plan Project No.PS15-01,State Clearinghouse Number 2017071026,
certified June 27,2018.)The potential environmental impacts caused by the Rialto Bioenergy
Facility (the receiving facility)treatment of biosolids are within the operational baseline established by
the Rialto Bioenergy Facility EIR.(Final Environmental Impact Report,State Clearinghouse Number
2017071026,Rialto Bioenergy Facility Project,certified March 27,2018.)Therefore,no additional
analysis is required. (Public Resources Code § 21166; CEQA Guidelines §§ 15168, 15162.)
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted.(Budget Update Fiscal Year 2021-22,Pages 28 and 45).Project contingency funds will
not be used for this contract.
Date of Approval Contract Amount Contingency
07/28/2021 $3,463,095 $ 346,310
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Rialto Bioenergy Facility Contract
·Presentation
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Orange County Sanitation District 1 of 9 Specification No. SSJ# 1212BD-[A/B] Rev. 102120
SERVICE CONTRACT Biosolids Thermal Conversion Facility Service SSJ# 1212BD–[A/B]
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 [ ] with a principal place of business at [ ] (hereinafter referred to as "Contractor") collectively referred to as the “Parties”. W I T N E S S E T H
WHEREAS, OCSD desires to temporarily retain the services of Contractor for Biosolids Thermal Conversion Facility Service, “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 [____________________], 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” Determined Insurance Requirement Form Exhibit “D” OCSD Contractor Safety Standards Exhibit “E” 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.
Orange County Sanitation District 2 of 9 Specification No. SSJ# 1212BD-[A/B] Rev. 102120
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 [ ] Dollars ($[_________].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 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 monthly for Services rendered 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 SSJ# 1212BD shall be referenced in the subject line.
Orange County Sanitation District 3 of 9 Specification No. SSJ# 1212BD-[A/B] Rev. 102120
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 Contract shall commence on the effective date of the Notice to Proceed and continue for the period of three (3) years. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to two (2) one-year periods, 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
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.
Orange County Sanitation District 4 of 9 Specification No. SSJ# 1212BD-[A/B] Rev. 102120
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 Determined Insurance Requirement Form (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 Contractor 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 Contractor Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Contractor 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 Contractor Safety Standards attached hereto in Exhibit “D” and the Human Resources Policies in Exhibit “E”.
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 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.
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17. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but
said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract.
18. Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 19. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; and 2) 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. 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.
21. 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. 22. Licenses, Permits, Ordinances and Regulations 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. 23. Applicable Laws and Regulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of
Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced.
24. Contractor’s Employees Compensation 24.1 Davis-Bacon Act – 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.
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24.2 General Prevailing Rate – OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and
the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of 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. 24.3 Forfeiture For Violation – Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 24.4 Apprentices – Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor
shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or
more or five (5) working days or more. 24.5 Workday – In the performance of this Contract, not more than eight (8) hours shall constitute
a day’s work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by 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.
24.6 Record of Wages; Inspection – Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent
having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee’s representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776.
25. South Coast Air Quality Management District’s (SCAQMD) Requirements It is Contractor’s responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as
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sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD.
26. Governing Law This Contract shall be governed by and interpreted under the laws of the State of 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. 27. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD’s rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) “cover” by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to “cover” as
described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages.
29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights
or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 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.
30. Attorney’s Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.
31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract.
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32. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision
is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to
substantially frustrate the expectations of the Parties. 33. Damage to OCSD’s Property Any of OCSD’s property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD.
34. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD.
35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no
rights to any benefits which accrue to OCSD’s employees. 36. Limitations upon 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.
37. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor.
38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 39. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract.
40. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound.
41. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter hereof.
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42. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as
provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jackie Lagade, Principal Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: [Contact Name] [Contact Title] [Company Name] [Street Address] [City, State, Zip Code]
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: ___________________________________ David John Shawver Chair, Board of Directors Dated: _________________ By: ___________________________________ Kelly A. Lore Clerk of the Board Dated: _________________ By: ___________________________________
Ruth Zintzun Purchasing & Contracts Manager
[ COMPANY ] Dated: _________________ By: ___________________________________ ______________________________________ Print Name and Title of Officer
EXHIBIT “A” SSJ# 1212BD
Exhibit “A”
SCOPE OF WORK
EXHIBIT A 1 of 16
Exhibit A SCOPE OF WORK Biosolids Thermal Conversion Facility Service SSJ# 1212BD
1 BACKGROUND
The Orange County Sanitation District (OCSD) is a wastewater treatment agency that operates and maintains major sewer interceptors and two facilities, Reclamation Plant No. 1, at 10844 Ellis
Avenue, Fountain Valley and Treatment Plant No. 2, at 22212 Brookhurst Street, Huntington Beach, California. Solids collected in the primary and secondary settling basins during the liquid phases of the process are pumped to anaerobic digesters for organic waste stabilization and pathogen destruction at elevated temperatures to create biosolids. The solids are dewatered to produce about 550-600 tons per day (tpd) of biosolids that are then beneficially reused via direct farmland application and composting. OCSD is seeking to further diversify our biosolids management portfolio with an offsite, full-scale biosolids thermal conversion (BTC) facility service contract for an initial tonnage of up to 100 tpd (4 trucks per day) of biosolids. Due to onsite space restrictions, the project shall be offsite, but within a 200-mile radius of OCSD. This project shall also service as a demonstration of per- and
polyfluoroalkyl substances (PFAS) destruction, so the BTC shall utilize high-temperature treatment technologies such as but not limited to pyrolysis, gasification, or oxidation.
The services shall include hauling from OCSD Plant No. 1 and/or Plant No. 2 truck loading facilities, thermal conversion of biosolids, and management of all waste and beneficial products. The Contractor shall have a full-scale operational facility or soon-to-be operational facility with
design, siting, permitting, and financing complete and construction and commissioning to be complete within one-year of the Notice to Proceed date of this Contract. The Contractor shall have a well-defined marketing plan to provide a reliable and sustainable beneficial use market for the BTC product(s). The Contractor will be required to comply applicable federal, state, and local regulations as well as OCSD’s Internal Standard for its biosolids management system (BMS). Depending on future regulations, OCSD may increase tonnage to BTC options. OCSD Board Resolution 13-03 (2013): In 2013, OCSD’s Board of Directors adopted a
Resolution that reaffirmed their support for the beneficial use of biosolids through the use of diverse management options, including biosolids conversion technologies (biosolids to energy). 2017 Biosolids Master Plan: In May 2017, OCSD published its Biosolids Master Plan (Plan), which provided guidance for management of biosolids over the next decade. The Plan reaffirmed the biosolids management strategies already in place (search Ten Tenets on www.ocsd.com),
including diversification of management options with no more than 50% to any one contractor or end use market, maintaining at least three different biosolids management locations and two different management practices. The Plan also sanctioned up to 10% of OCSD’s biosolids
tonnage towards emerging markets such as biosolids conversion technologies. 2019 Strategic Plan, Biosolids Management Policy: In November 2019, OCSD completed its latest Strategic Plan update that included a Biosolids Master Policy paper. The paper stated that OCSD will issue a request for information (RFI) “to research and evaluate available emerging market such as biosolids-to-energy options or other biosolids recycling operations within a 200-mile radius of the Sanitation District to potentially develop a scope of work and minimum requirements for a future contract solicitation.“ RFI responses were received in April 2020, and this contract incorporates criteria as a result of that effort.
EXHIBIT A 2 of 16
2 DEFINITIONS
2.1 Biosolids – treated, non-hazardous solids from the wastewater treatment process that contain organic matter, plant nutrients such as nitrogen and phosphorus, and low levels of metals and pathogenic organisms. OCSD’s Biosolids are certified and comply with the 40 Code of Federal Regulations (CFR) Part 503 (Class B). OCSD biosolids are dewatered using centrifuges to about 24% at Plant No. 1 and 28% at Plant No. 2. OCSD biosolids are loaded onto Contractor’s trucks at Plant No. 1 and Plant No. 2 truck loading and scale out facilities and delivered by Contractor to end use facility site for processing. Grit and screenings removed during wastewater treatment process shall not constitute biosolids.
2.2 Biosolids Contractor Requirements (BCR) – A periodically updated document that explains OCSD requirements for contractors as well as other resources for Contractors. Contractor shall conform to latest published version of BCR (www.ocsd.com/bcr) as specified in
Section 4.
2.3 Biosolids Management System (BMS) – OCSD manages our biosolids using an Internal Standard based on ISO14001 and the National Biosolids Partnership standard. See
Appendix A for information related to how this system impacts Contractor as well as what specifically what is required.
2.4 Biosolids Thermal Conversion (BTC) – shall refer to technologies such as but not limited to
pyrolysis, gasification, or oxidation that utilize various high temperatures (at least 400° Celsius), pressures, retention times, and oxygen levels in controlled processes, with
appropriate emission controls to create a variety of products including but not limited to biochar, bio-oil, gas to fuel processes, syn-gas, electricity, or ash for cement. BTC shall demonstrate destruction of targeted PFAS constituents as described in Section 3.13.
2.5 BTC Product - shall refer to the resulting product(s) as a result of biosolids thermal conversion.
2.6 Contractor - shall mean the Contractor, including subcontractor awarded under this contract.
2.7 Maintenance Shutdown – A shutdown restricting the processing of biosolids and/or limiting or restricting the throughput of biosolids.
2.8 No Guaranteed Minimum Volume: Shall mean no minimum amount of biosolids guaranteed to Contractor.
2.9 OCSD – shall mean the Orange County Sanitation District
2.10 OCSD Project Manager – shall mean the OCSD employee who is the main point of contact for all issues related to this maintenance Contract.
2.11 Ownership of Biosolids: Shall mean once biosolids are loaded into the Contractor’ truck, responsibility, and ownership of the biosolids are deemed to have transferred from OCSD to the Contractor. However, OCSD maintains strict oversight of these biosolids throughout the final use process including coordination on compliance reporting, reporting incidents during
transportation, and final product distribution.
2.12 TPD - shall mean to wet tons per day where a ton is a measurement by weight of 2000 pounds of dewatered biosolids.
EXHIBIT A 3 of 16
3 DESCRIPTION OF WORK
3.1 General The Contractor shall agree to accept delivery of, transport, biosolids thermal conversion, and manage OCSD’s biosolids at permitted and approved sites in quantities determined and directed by OCSD (up to 100 tpd per Contractor). Each Contractor is responsible for taking
all required steps to provide this service, which may include, but is not limited to, profiling, permitting, hauling, managing, biosolids thermal conversion, marketing and selling BTC products, meeting compliance with federal, state and local regulations, recordkeeping,
reporting, and conforming to OCSD’s BCR (Appendix A). OCSD’s facilities are almost entirely built-out with no available room for onsite facilities or
additional equipment. Therefore, proposals shall involve only off-site biosolids BTC management options. In addition, OCSD is not open to proposals that include part ownership, capital investment, or financing assistance scenarios. OCSD is looking for a BTC management option that is anticipated to be implemented within one year of the contract notice to proceed. In doing so, it is OCSD’s responsibility to provide biosolids to the qualified Contractor that meet the following specifications:
• Biosolids cake dryness – 15%-35%
• Biosolids quality – Pollutant levels below Table 1 in 40 CFR Part 503.13.
• OCSD typically meets Class B pathogen reduction requirements as defined in 40 CFR Part 503.32. However, the qualified Contractor shall have the required permits
and approval to BTC sub-Class B biosolids at their designated facility.
3.2 Biosolids Qualities 3.2.1 Biosolids quality includes cake dryness, nutrient content, concentration of metals and other regulated contaminants.
3.2.2 OCSD currently produces approximately 550-600 tpd at a about 24% total solids at Plant No. 1 and 28% total solids at Plant No. 2.
3.2.3 OCSD biosolids are below the pollutant levels of Tables 1 and 3 of 40 CFR Part
503.13.
3.2.4 More detail on the biosolids quality may be found in the OCSD Biosolids Management Compliance Report, EPA 40 CFR Part 503 Year 2019 published at www.ocsd.com/503 with an excerpt included in Appendix A.
3.2.5 The data are for information purposes only and indicate historical quality, not any guarantee of future quality.
3.2.6 OCSD intends to continue to provide biosolids that meet the standards set in Tables 1 and 3 of 40 CFR Part 501.13.
3.3 Biosolids Allocation
3.3.1 OCSD will select up to two (2) qualified BTC Contractors based on evaluation scoring of proposals.
3.3.2 The allocation of biosolids will be up to 100 tpd per Contractor.
EXHIBIT A 4 of 16
3.3.3 There is no guaranteed minimum tonnage to Contractor. 3.3.4 The allocation of additional biosolids will be at the discretion of OCSD based on the biosolids volume produced at its facilities and operational requirements. 3.4 Cost Adjustments 3.4.1 Fuel Surcharge Adjustment Charge:
3.4.1.1 Due to the volatility of diesel fuel prices, OCSD has issued contracts for biosolids management that include fuel surcharges for the purchase of diesel.
3.4.1.2 As shown in Appendix B the fuel surcharge is based on a formula
provided by OCSD, which requires Contractor to provide a specific “Multiplier”. Among other variables, the multiplier typically considers distance and fuel efficiency of vehicles.
3.4.1.3 The Multiplier provided is multiplied by the difference in average diesel cost per gallon in the previous month in California minus $2.636, which is the base diesel fuel price per gallon in CA for December 2020 (U.S.
Energy Information Administration).
3.4.1.4 Because Consumer Price Index Adjustment (CPI) is also provided by OCSD, and there is an overlap between the two adjustments, OCSD provides 90% of the monthly fuel surcharge calculation (results of calculation are multiplied by 0.9).
3.4.1.5 The fuel surcharge Multiplier will be included in the evaluation of overall cost.
3.4.1.6 OCSD shall pay a fuel surcharge once per month based on the previous month’s average pricing provided by the Department of Energy.
3.4.1.7 The fuel surcharge will only apply if the result of the calculation is
greater than $0.25.
3.4.1.8 OCSD does not apply negative fuel surcharges.
3.4.2 Consumer Price Index (CPI) Adjustment:
3.4.2.1 Because fuel surcharge is already provided for that portion of the CPI adjustment above, and there is an overlap between the two adjustments, OCSD provides 90% of the CPI adjustment calculation
(results of 3.4.0.2 are multiplied by 0.9).
3.4.2.2 Consumer Price Index Adjustment shall apply in accordance with Contract terms.
3.5 Subcontractor(s)
3.5.1 Contractor may subcontract portions of this contract. Subcontractors are subject to all requirement of this Contract. Contractor is responsible for ensuring subcontractor comply with all Contract requirements.
3.5.2 Contractor shall provide a written request to OCSD for approval in order to add a Subcontractor to the approved list of substitutes.
3.5.3 Contractor shall obtain written approval from OCSD’s Project Manager at least 30 days prior to the substitution of an approved Subcontractor.
EXHIBIT A 5 of 16
3.5.4 Contractor’ Subcontractor shall meet all of OCSD’s requirements, responsibility, and accountability measures contained here within.
3.5.5 The Contractor is accountable and responsible to ensure that their Subcontractor meet applicable OCSD requirements including but not limited to providing suitable staff, training, equipment, resources to perform the scope of work, required insurance, and conformance with OCSD’s BCR (see Appendix A).
3.5.6 The cost for Subcontractor(s) shall be included in Contractor’s cost. 3.6 Hauling, Scheduling, Storage, and Contingencies 3.6.1 The Contractor shall be responsible for ensuring drivers and hauling companies comply, as required, with all State of California and federal standards and requirements for Motor Carriers, including the California Vehicle Code and the
Department of Transportation (DOT) Federal Motor Carrier Safety Administration standards and requirements. State of California and DOT requirements may include, but are not limited to the following:
• California Vehicle Code §658.17 Weight limits
• DOT §393.95 Emergency equipment on all power units
• DOT §395.3 Maximum driving time for property-carrying vehicles 3.6.2 Any federal, state or local fees related to hauling, such as road use fees, toll fees,
and any fines incurred by hauling operations as well as costs associated with releases, shall the responsibility of the Contractor.
3.6.3 In addition to the summary of key requirements contained in this section, the
Contractor shall comply with all requirements contained in the BCR (Appendix A) including the submittal and maintenance of a “Biosolids Management Plan” and “Biosolids Hauling Plan” and the submittal of the Training Checklist that ensures
the Contractor’s dispatcher has trained staff on OCSD requirements (see Section 4 Deliverables and B.3 Work Plan). The Contractor shall periodically (or upon request by OCSD) review, update, and re-submit the Plans with any changes to OCSD.
3.6.4 Contractor shall haul biosolids from either of OCSD’s two (2) plants to approved sites as directed by OCSD’s weekly schedule. OCSD publishes a weekly hauling schedule. Contractor shall conform to this schedule or risk loss of loads.
3.6.5 The 2017 OCSD Biosolids Management Plan’s Ten Tenets set a guidance to maintain 20% fail-safe hauling capacity. As much as OCSD tries to keep as steady of a weekly schedule as possible, operationally the process does vary week to week. The Contractor shall maintain at least 20% additional hauling capacity over routinely scheduled loads.
3.6.6 Contractor shall bill OCSD based on OCSD’s scale-based weight tickets (not weight at Contractor’s facility). Contractor shall maintain and record truckload
weight tickets.
3.6.7 Current loading windows are generally limited to Monday – Friday, but are subject to change based on operational needs and biosolids availability (see Appendix A,
Section B1).
3.6.8 OCSD will consider Contractor’ needs in setting loading times and schedules; however, operational logistics and plants considerations determine the final
schedule. Wait times at the plants prior to loading average about 15 to 30 minutes, but at peak times can be as much as one (1) hour. Loading times also vary, averaging about 15-30 minutes.
EXHIBIT A 6 of 16
3.6.9 Once biosolids are loaded into the Contractor’s truck, responsibility and ownership of the biosolids are deemed to have transferred from OCSD to the Contractor. However, OCSD maintains strict oversight of these biosolids throughout the final use process including coordination of reporting incidents during transportation and final product distribution.
3.6.10 OCSD has limited storage capacity. Contractor shall provide facilities, hauling, equipment, and any other means necessary to ensure its ability to manage and store biosolids produced by OCSD during inclement weather.
3.7 Loading, Drivers, and Trailers
3.7.1 OCSD reserves the right to reject loads (no make-up) or write-up the driver or trailer if any contractual requirements or BCR (Appendix A) are not met. See Section 3.20.
3.7.2 The Contractor shall be responsible for all transportation equipment. OCSD reserves the right to inspect any of the Contractor’s equipment to verify conformance with all requirements within these specifications and reject loads if
equipment does not meet specifications.
3.7.3 Contractor shall provide adequate training to drivers, dispatchers, and other key staff on biosolids characteristics and emergency response procedures including
providing simple procedures written in the appropriate language format (such as English and Spanish).
3.7.4 Contractor’s drivers shall conduct themselves in a professional and courteous manner. OCSD reserves the right to ban drivers from OCSD facilities for any reason.
3.7.5 Dispatchers shall relay shutdown, operational, training, and other communications from OCSD to drivers promptly, in a format that can be easily understood by drivers, and document communications and trainings including the use of sign-in sheets.
3.7.6 Trailers are subject to inspection by OCSD prior to commencement of work. Any exceptions to requirements must be requested in writing and approved by OCSD
staff.
3.7.7 Contractor shall conform to OCSD Safety Equipment Requirements and Pre-Loading Inspection Requirements (see Appendix A, Section C19).
3.7.8 Contractor’s drivers shall carry a copy of the OCSD’s “Hauling Biosolids” laminated cards (Appendix A). Drivers shall understand and abide by all information contained in it, be familiar with Biosolids, and provide this
informational booklet to onsite emergency responders if an incident occurs during transportation, especially to communicate that Biosolids are non-hazardous. Laminated cards are available to drivers at OCSD’s truck loading facilities.
3.7.9 OCSD requires the Contractor’s participation in our commitment to being a good neighbor and preventing/ minimizing noise and odors. 3.7.9.1 OCSD requires that Contractor’s drivers travel with tarps secured to minimize odors at all times.
3.7.9.2 Contractor is responsible to provide drivers access to facilities necessary to ensure trucks are clean. OCSD will not provide a truck washing facility.
3.7.9.3 No jake-breaking or other noise nuisance between 7pm and 7am.
EXHIBIT A 7 of 16
3.7.9.4 Contractor shall utilize staging areas and trucking route(s) with least impact to sensitive receptors within the public. The route(s), staging areas, and contingency routes in case of closures shall be included in the Hauling Plan submittal.
3.7.10 Trailers shall be capable of receiving biosolids from an overhead hopper loading system (See Appendix A).
3.7.11 OCSD’s loading facilities are capable of accommodating trailers that are 60 ft. in length, 8 ft. in width, and 10 ft. in height. Truck and trailer height/clearance must be less than 12 ft. Trailers must be able to load and haul a minimum of 20 tons of biosolids.
3.7.12 Trailers shall have tall sides (about eight feet high) so as to allow the driver to tarp the truck inside the loading facility, with the doors closed and without having to
adjust the load since the biosolids may initially pile high in one area.
3.7.13 Trailers shall and be equipped with tarping mechanism that allows the driver to tarp the truck inside the truck loading facility before the odor-control doors are
opened. The tarping mechanism must be able to tarp the truck within the loading facilities’ maximum clearance height of twelve (12) feet. Drivers will be allowed to exit cab to turn on the tarping mechanism once the Operator signals the all clear
after biosolids have completed loaded.
3.7.14 Trailers shall be watertight.
3.7.15 Trailers shall have baffles or splashguards 18-24 inches on front, which must be completely welded or bolted and sealed.
3.7.16 Trailers shall be equipped with manual locking devices as to prevent releases from hydraulic system failures. Examples of such manual locking devices for end dumps and belt trailer would be at least two (2) turnbuckles on bottom, or two (2) on top (one on each side) and one on bottom, or two (2) on each side.
3.7.17 Trailers shall be single trailers due to OCSD’s unique alignment of loading chutes at Plant No. 1 that makes unsafe to move double trailers back and forth with the odor-control doors closed.
3.7.18 Trailers shall be clearly marked with a unique ID. ID shall be visible and distinguishable.
3.7.19 Contractor shall conform with OCSD Biosolids Response & Recovery Plan
(BRRP) (Appendix A, Section C21). The Contractor shall notify OCSD Control Center (714-593-7025) within 30 minutes of accidents and spills during transportation and email an incident report within 48-hours (see Section 4.5).
3.8 OCSD Scale and Biosolids Tracking Systems
3.8.1 New Driver and New Trailer Approval forms are required for each driver and trailer in order to register them in OCSD’s scale software prior to arrival at OCSD.
3.8.1.1 Hauling dispatchers are required to email the form at least 2 business days before the drivers’ or trailers’ initial visit to OCSD.
3.8.1.2 Dispatchers and drivers are certifying that they understand and conform with requirements contained in the Pre-Loading Trailer Inspection Guidelines, Safety Equipment Inspection Guidelines, Biosolids Response and Recovery Procedures, OCSD Hauling Biosolids laminated cards, and BCR.
EXHIBIT A 8 of 16
3.8.2 OCSD’s Biosolids Tracking System (BTS) is an online application that is used for tracking OCSD’s Biosolids loads in order to ensure accurate compliance reporting (see Appendix A, Section C10).
3.8.2.1 The Contractor shall validate bill of lading data for each ticket including the destination and net tons for each load shipped.
3.8.2.2 OCSD will provide the Contractor with access to the online BTS.
3.8.2.3 The BTS initiates when a bill of lading ticket is created in OCSD’s truck loading scale house.
3.8.2.4 OCSD staff review and approve the tickets in the BTS as confirmed with field tickets and logs. Contractor shall access and update required fields including approval of weight tickets in the OCSD BTS at least on a bi-weekly basis (see Appendix A, Section C19).
3.8.2.5 Transaction reports can be generated by the BTS in order to ensure accuracy.
3.8.2.6 Invoicing shall reflect data in the BTS. Any incorrect or missing tickets will
be identified during the ticket approval process. The Contractor will communicate any discrepancies as soon as possible to OCSD.
3.8.2.7 These requirements transfer to any new or equivalent systems or
processes implemented in the future.
3.9 Permits, Compliance, and Records
3.9.1 Contractor shall hold and maintain all valid federal, state, and local permits, licenses, and other approved legally required documentation to process biosolids.
3.9.2 Contractor shall submit all regulatory documents as part of the Biosolids Management Plan submitted as part of the Section B.3 Work Plan.
3.9.3 Renewal of these documents shall be provided to OCSD upon issuance and should be available at the site.
3.9.4 The Contractor shall demonstrate compliance with all federal, state, and local regulatory standards (see Section. 4 Deliverables).
3.9.5 Contractor shall submit copies of ALL reports submitted by the Contractor to
regulators and any other reports required by OCSD in accordance with Section. 4 Deliverables.
3.9.6 Contractor shall notify OCSD of any regulatory changes affecting the facility or
hauling as soon as possible. The notification shall include how the changes impact the facility, and the Contractor’s plan for addressing the changes. Contractor shall provide a copy of any regulatory requirement changes, reports,
and correspondence as described in Section 4.4.
3.9.7 The Contractor shall report any violations or investigations to the appropriate authority immediately and also to OCSD within 24-hours with a follow-up incident report as referenced in Section 4.5.
3.9.8 Contractor shall submit annual biosolids compliance data as requested for OCSD’s annual biosolids compliance report and shall conform to reporting formats specified by OCSD, including electronic reporting in January, in order for OCSD to submit timely reports by February 19th deadline. (Appendix A, Section C8-9).
3.9.9 See related information in Section 4 Deliverables, Section B.3 Work Plan, and Appendix A.
3.9.10 OCSD reserves the right to contact Contractor’ regulators.
EXHIBIT A 9 of 16
3.9.11 OCSD may require additional supplemental reports, data, or plans as needed.
3.9.12 OCSD encourages its biosolids Contractors to build strong relationships with their surrounding community. Contractor shall document and provide to OCSD with a report of all public participation, proactive outreach, and communication efforts as part of monthly report (Section 4 Deliverables). Contractor shall provide advanced notice to OCSD of Contractor’s public participation efforts, such as community meetings, as required by Appendix A, Section C8-9. Contractor shall provide OCSD with names and contact information for persons who would benefit from receiving periodic OCSD stakeholder updates.
3.10 Contractor Performance
3.10.1 OCSD reserves the right to withhold loads for any reason, including but not limited to:
3.10.1.1 Contractor not meeting any elements of the Scope of Work or Contract requirements.
3.10.1.2 Contractor not adequately addressing neighbor complaints, potential
onsite nuisances, or any other concern documented in an inspection.
3.10.1.3 Contractor not conforming to the BCR document (Appendix A). OCSD periodically updates and reissues this document to Contractor.
3.10.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any requirements, which are the responsibility of the Contractor to ensure conformance.
3.10.1.5 Contractor is not complying with appropriate marketing and use of the product.
3.10.2 Repeated issues with performance can be grounds for termination of the contract.
3.11 Back Charge: Contractor shall reimburse OCSD for any costs, fines, and corrective actions taken due to Contractor’ non-performance. This may include costs incurred by OCSD due to failure of the Contractor to accept and remove the agreed upon volume of biosolids from the plants, onsite truck leaks, or due to biosolids releases (spills). OCSD reserves the right to
offset any funds paid out on behalf of the Contractor from invoiced amounts payable to the Contractor.
3.12 BTC Facility
3.12.1 Product manufacturing should be conducted at a facility that thermally converts biosolids to a product such as direct use of biosolids for production of energy
(electricity), for the production and marketing of interim energy products, such as methane, syngas, oil, char or pellet products that can be used for their calorific value or any other beneficial use.
3.12.2 For all product manufacturing facilities, the Contractor shall be fully responsible for siting, permitting, design, financing, construction, and operation.
3.12.3 The Contractor shall maintain and document compliance with all federal, state, and local regulations and offsets.
3.12.4 See Section 4.5.1 for notification requirements including maintenance, process interruptions, and other incidents.
3.12.5 The Contractor shall not store unprocessed biosolids from any supplier for more than three (3) days indoors before being processed and not to be stored outdoors.
EXHIBIT A 10 of 16
3.12.6 Contractor shall submit and maintain contingency plan(s), addressing, but not limited to (Section B.3 Work Plan):
3.12.6.1 Maintenance shut-downs;
3.12.6.2 Unanticipated process interruptions;
3.12.6.3 Redundancy or other failsafe options for critical equipment;
3.12.6.4 Product market temporary and permanent interruptions and changes;
3.12.6.5 Natural disasters such as floods, fires, earthquakes, and power outages; and
3.12.6.6 How updates are communicated to OCSD
3.12.7 The facility shall not to cause nuisance, including dust, odor and vectors, and visual impact.
3.12.8 The facility shall be adequately staffed and maintained. The facility must employ
appropriately certified operators for processing tasks as required by law. Operator certificates should be kept at the site and copies provided to OCSD upon request.
3.12.9 For processes and products that are a mixture of biosolids from different sources
and other additives, the Contractor shall track all biosolids through processing and marketing or beneficial use. If there is a batch of product that does not meet specifications, the Contractor will inform OCSD within 24-hour (see Section 4.5)
The follow-up incident report include corrective and preventive actions and improvements to quality control.
3.12.10 The Contractor shall develop, maintain and conform to site-specific health and safety plan including training, reporting procedures and regular reviews and updates.
3.12.11 The Contractor shall not store unprocessed biosolids from any supplier for more than three days indoors before being processed, and biosolids shall not to be stored outdoors.
3.12.12 The Contractor shall appropriately treat and disposed or use all by-products and waste streams.
3.12.13 By-products and waste streams shall not to be stockpiled at the Contractor’s
facility, and OCSD shall be notified if any materials are stockpiled for more than ninety days at any location by the Contractor.
3.12.14 The Contractor shall properly manage and document hazardous wastes.
3.12.15 OCSD conducts unannounced inspections to ensure Contractor is complying with contractual requirements. Contractor shall cooperate with all periodic inspections and audits by OCSD, or local, state, and federal regulators.
3.12.15.1 Inspections may include questioning and taking pictures onsite.
3.12.15.2 In response to OCSD and regulatory inspection findings, the Contractor shall provide OCSD within 5 business days a written incident report including root cause analysis, detailed corrective and preventive action plans, and pictures when appropriate.
3.12.15.3 The Contractor shall take corrective and preventive actions to address root causes of OCSD findings, especially when issues could result in nuisance complaints or compliance concerns.
3.12.15.4 OCSD is willing to discuss and negotiate findings with Contractor to ensure they are fair and reasonable.
EXHIBIT A 11 of 16
3.12.15.5 The Contractor shall allow access to OCSD staff for inspections and shall not unreasonably restricted access.
3.13 Thermal Processing
3.13.1 Thermal conversion must take place at a temperature higher than 400°C with appropriate retention time and corresponding process and emission controls in order to destroy target constituents of concern such as PFAS.
3.13.2 In July 2020, the California State Water Resources Control Board (SWRCB) issued Order WQ 2020-0015-DWQ that included a list of PFAS-related compounds as Attachment 3, Table 1, PFAS Analytes Subject to Analysis and their Respective Reporting Limits. Using this list of PFAS-related compounds, the Contractor shall demonstrate >98% destruction of targeted PFAS compounds. Note this list is subject to change by SWRCB.
3.13.3 Demonstration of destruction shall be documented with at least four (4) quarters of sampling consecutively meeting destruction criteria while also documenting the process parameters required to meet the destruction criteria. These process parameters then become an ongoing operational requirement.
3.13.4 OCSD may waive requirements to run the Contractor’s BTC process for targeted constituent destruction at the request of the Contractor after the Contractor has met all criteria for demonstration of destruction above, depending on regulatory outlook, and other relevant considerations.
3.14 Biosolids Marketing
3.14.1 It is the responsibility of the Contractor to develop, maintain and implement a beneficial use or marketing plan for the BTC product.
3.14.2 The Contractor shall ensure that the product from the BTC process has suitable and sustainable market(s).
3.14.3 As described in Section B.3. Work Plan requirements, the Contractor shall submit
a marketing plan that includes which markets the Contractor intends to use, what arrangements or negotiations or other progress has been made to date with these markets.
3.14.4 Should it appear to OCSD that the Contractor is not complying with appropriate marketing and use of the product, OCSD may take corrective steps, such as reducing the tonnage sent to the facility (see Contractor Performance section).
3.14.5 The Contractor shall maintain reliable market outlets for 100 percent or more of the product volume. Product material shall not be stored at the processing facility for more than 90-days. The Contractor must also have in place failsafe backup options equivalent to the entire volume sent to any one market outlet.
3.14.6 The Contractor shall report changes to the market outlets or other market related
information submitted in the marketing plan with the monthly report as detailed in Section 4 Deliverables.
3.15 Conformance with OCSD’s Biosolids BMS
3.15.1 OCSD’s biosolids management system includes requirements for the Contractor, most of which are incorporated into this Scope of Work and Appendix A. Additional requirements include, but are not limited to participation in audits and
corrective and preventive actions, management inspections, review meetings, and potential additional reporting requirements.
3.15.2 Changes in requirements are included in updated BCRs that are posted to www.ocsd.com/bcr.
EXHIBIT A 12 of 16
3.16 Coordination
Contractor shall participate in OCSD-required conference calls or Teams meetings to review performance, issues, upcoming projects, and generally ensure effective communications coordination between OCSD and Contractor at no cost to OCSD. (Appendix A, Section C9).
4 DELIVERABLES
4.1 The Contractor shall provide biosolids management service that requires removal or acceptance of delivery, and the transportation of biosolids from OCSD’s Reclamation Plant No. 1 or Treatment Plant No.2 or both, for quantities as determined and directed by OCSD
as described above.
4.2 The Contractor shall submit a Biosolids Hauling Plan and Biosolids Management Plan as part of the submittal package to demonstrate conformance with Appendix A and Section B.3
Work Plan.
4.3 The Contractor shall submit the following information to the OCSD Project Manager at least 30-days prior to proceeding with the work under this Contract:
4.3.1 The Contractor shall submit the Training Checklist for hauling that ensures the Contractor’s dispatcher has trained staff on OCSD requirements at least 30-days prior to the commencement of work.
4.3.2 Names and emails for staff that will need access to OCSD’s Biosolids Tracking System.
4.3.3 A list of driver names and trailer numbers that will be used to haul the material.
4.3.4 OCSD New Driver and New Trailer Approval forms completed and submitted by the hauling dispatcher (Appendix A).
4.4 BCR Updates: The Contractor shall meet requirements for reporting in the current version of the BCR (Appendix A), which is updated periodically. Updated versions and requirements are posted to www.ocsd.com/bcr and Contractors are notified when updated version are made available. The Contractor shall download and conform to future updates.
4.5 Monthly Reports: The Contractor shall meet reporting requirements in the BCR. The Contractor shall email monthly report by the 15th of each month to the OCSD Project
Manager for the previous month’s activities. The monthly report shall include:
4.5.1 Statement affirming that the facility was in compliance with all regulations and requirements and explaining any exceptions with relevant back-up included.
4.5.2 Copies of all letters and reports submitted to regulatory agencies.
4.5.3 Copies of all regulatory inspection reports.
4.5.4 Copies of renewed or updated permits or regulatory requirements originally
submitted as part of the Biosolids Management Plan (see Section B. 3 Work Plan).
4.5.5 Changes to the Biosolids Management Plan that was submitted as part of the original Section B.3 Work Plan or later revisions thereof.
4.5.6 Updated driver list (quarterly).
4.5.7 Copies of all related product testing results from certified labs.
EXHIBIT A 13 of 16
4.5.8 Distribution to markets (volumes to each market and the county the market is in).
4.5.9 Volumes of any material stored onsite or within the system including how much final BTC product is stored onsite.
4.5.10 Contractor shall document and provide to OCSD with a report of all public participation, proactive outreach, and communication.
4.6 Contractor Notifications and Incident Reports to OCSD 4.6.1 In conformance with the requirements set forth above, the Contractor shall notify OCSD of the following and provide a corresponding incident report within 48-hours.
4.6.1.1 Within 30 minutes of any traffic incident or biosolids released during transportation, Contractor shall notify OCSD’s 24-hour Control Center (714-593-7025).
4.6.1.2 Within 24 hours of any:
4.6.1.2.1 Incident of non-compliance including notices of violation
4.6.1.2.2 Complaint received
4.6.1.2.3 Public or media questions received
4.6.1.2.4 Regulatory inspection
4.6.1.2.5 Verbal notification from regulator that an Area of Concern,
Violation, or other notice of regulatory non-compliance may be received in the future
4.6.1.2.6 Receipt of regulatory non-compliance or Areas of Concern or any other action taken by an enforcement agency regarding non-compliance with permit provisions or general applicable regulatory standards (provide OCSD copy of regulatory document with notification)
4.6.1.2.7 Discovery of a regulatory non-compliance for which the Contractor will be notifying the regulatory agency
4.6.1.2.8 Accidents or health and safety incidents related to biosolids hauling, processing or marketing/reuse
4.6.1.2.9 Product batches that do not meet specifications
4.6.1.2.10 Regulatory-defined “Special Occurrences” on-site
4.6.1.2.11 Regulatory inspection report received
4.6.1.2.12 Critical equipment breakdowns and corrective and preventive actions
4.6.1.2.13 Significant changes (including temporary and interim
changes) to processes, input, outputs, and markets.
4.6.1.3 Incident reports shall include the information regarding the incident, which regulatory requirements are impacted (if any), regulatory
notifications made (if any), the Contractor’s response, root cause analysis, detailed corrective and preventive actions, and pictures when appropriate. The Contractor shall take corrective and preventive actions to address root causes.
EXHIBIT A 14 of 16
4.6.1.4 The Contractor shall notify OCSD of maintenance shutdowns by Wednesday of the preceding week in order for OCSD to properly schedule loads for the week of the shutdown.
4.6.1.5 In the event of any process interruption after biosolids are received at BTC facility, Contractor shall notify OCSD as soon as possible, but within 24 hours. OCSD will likely discontinue loads until the process is restored.
4.6.1.6 By-products and waste streams are not to be stockpiled at the Contractor’s facility and OCSD to be notified if any materials are stockpiled for more than ninety days at any location by the Contractor.
4.6.1.7 In response to OCSD inspection findings, the Contractor shall provide OCSD within 5 business days a written incident report including root
cause analysis and detailed corrective and preventive action plans. The Contractor shall take corrective and preventive actions to address root causes of OCSD findings, especially when issues could result in
nuisance complaints or compliance concerns.
4.7 Invoices: The Contractor shall generate a separate invoice for each plant. After the end of each month, the Contractor shall submit the following documentation for each of the
previous month’s loads hauled from OCSD as back-up for the electronic invoice. Monthly billing invoices shall match tonnages contained in the BTS, unless an alternative method is approved by OCSD. The invoices shall be emailed to the OCSD Project Manager and OCSD Accounts Payable (APStaff@ocsd.com).
4.7.1 Date
4.7.2 Trailer identification number
4.7.3 OCSD weight ticket number
4.7.4 Wet tons contained in each trailer
4.7.5 Total daily tons received at Contractor’s facility from OCSD
4.7.6 Total monthly tons received at Contractor’s facility from OCSD
4.8 OCSD reserves the right to withhold payment if incomplete or incorrect information is
provided with invoices or monthly reports.
5 SAFETY AND HAZARDOUS MATERIALS
Safety is the top priority at OCSD therefore Contractor and any subcontractor shall follow all State and Federal safety standards. Failure to do so could result in removal and permanent suspension from OCSD property.
OCSD reserves the right to stop work at no cost to OCSD if there is an imminent safety hazard caused by the Contractor or any of its subcontractor. If work is stopped due to imminent safety hazards caused by Contractor, no stand-by pay will be paid by OCSD. The Contractor shall develop and maintain a Site-Specific Safety Program for the worksite, in accordance with OCSD Construction Safety Standards. The Plan shall include: A description of the work to be performed, highlighting the hazard analysis for each general site condition(s) and specific work task(s)
• A description of the work to be performed, highlighting the hazard analysis for each general site condition(s) and specific work task(s)
• Identification of the Contractor management, supervision, competent, and
EXHIBIT A 15 of 16
qualified persons
• Identification of precautions to be implemented
• Decision logic for the utilization of personal protective equipment
• Site access control, including security measures
• Emergency response plan
• Incident reporting methodology
• SDS inventory list; all Cal/OSHA recognized carcinogens or reproductive hazardous materials shall be denoted and highlighted on the inventory list.
• Training and certification documentation
• Communication methodology
• The Drug Free Workplace program if not included in the Injury and Illness Prevention Program.
• Measures to mitigate public exposure to hazards as applicable.
• The Contractor shall submit its Site-Specific Safety Program to OCSD for review no later than fifteen (15) days after Notice to Proceed and prior to commencement of Work on the Project.
5.1 Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid and caustic soda and the potential presence of hazardous gases in and around
the plants. 5.2 There are various alarm systems installed to alert employees of possible hazardous
conditions. The Contractor shall instruct its employees of these dangers and that they shall evacuate the area, including tunnels, immediately should an emergency situation occur.
5.3 Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous Areas both inside and to a distance of five (5) feet beyond all the exterior walls and roof, and to a distance of ten (10) feet beyond all existing gas handling equipment. 5.4 Contractor shall securely block access to all digesters during the cleaning project to prevent unauthorized entry and minimize risk. 5.5 Contractor shall take all necessary safety precautions and shall furnish and install all equipment, labor, materials, appurtenances, gas detectors, explosion proof ventilation equipment, and all services required to meet all safety requirements for work in areas as designated above, at no additional cost to OCSD.
5.6 Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division 2 areas.
5.7 All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety glasses and appropriate protective equipment while on OCSD plant sites.
5.8 Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The 4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide and lower explosive limits. 5.9 Contractor is responsible for every aspect of health and safety on the worksite, including the health and safety of subcontractor, suppliers, and other persons on the worksite.
EXHIBIT A 16 of 16
5.10 Contractor shall notify OCSD Project manager of near misses, or injuries within 24 hours. Contractor shall transmit to the OCSD Project Manager written investigations of accidents and injuries encountered during cleaning within 5 business days. 6 Staff Assistance – Contractor will be provided with the name and contact information of the Project Coordinator at the start of the contract. Upon award of contract, questions regarding the scope of work, scheduling, etc. for this project should be addressed to the Project Coordinator.
Also, upon award of contract, please refer all contractual matters, aside from those of a technical nature, to the buyer as referenced in the Bid documents.
6/22/2021
1
Biosolids Thermal Conversion
Sole Source Demonstration
Contract Award
Deirdre Bingman,
Pr. Env. Specialist
Operations
Committee
July 7, 2021
•Recognized:
•Growing interest for organics management
•Rising concerns: emerging contaminants such as
polyfluoroalkyl substances (PFAS)
•Biosolids Master Plan: emerging market
opportunities
•Issue a request for information (RFI)
•Research and evaluate available emerging
technologies
•Biosolids‐to‐energyoptions or other
biosolids recycling operations
•Potentially develop scope of work
2019 Strategic Plan: Biosolids Management Policy Paper
2
1
2
6/22/2021
2
•Onsite –Anaerobic Digestion (Current
Practice)
•Solids (sludge) to Biogas
•Methane Recovery
•Biogas to Electricity
•Offsite –Biosolids Thermal Conversion
•Biosolids (post digester treatment)
•Pyrolysis, Gasification, Oxidation
•Biosolids to Electricity, Biochar, and Oil
What is Biosolids Thermal Conversion?
High
Temperature
(>400C)
• Biochar for
amending soil
• Bio‐oil to fuel
onsite digesters
3
RFI Results
5 Respondents
•4 with appropriate
thermal temperatures
•3 with scalable
technologies
•1 with accelerated
timeline to demonstrate
PFAS destruction
technology
Viable Criteria for
Initial Pilot
Short‐
term
Timing
Full
Scale
Temp
>400C
Rialto Biosolids
Facility (RBF)4
3
4
6/22/2021
3
Rialto Bioenergy Facility (RBF): Location
5
Rialto Bioenergy Facility: Aerial
6
5
6
6/22/2021
4
Rialto Bioenergy Facility: Biosolids Receiving
7
Rialto Bioenergy Facility: Dryer
8
7
8
6/22/2021
5
Rialto Bioenergy Facility Process
•Smaller scale
pyrolysis unit
installation at
wastewater plant in
Encina.
•Anaergia installation
and commissioning
starting in Fall 2021.
9
Rialto Bioenergy Facility: Products
10
9
10
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6
• Diversification
• PFAS Sampling
• Sole source
• Accelerated timeline
• Low-Risk, Non-guaranteed tonnage
• First-In Line for New Advanced Technology
• Performance Guarantees
• Short-term
• Standard Contract Components
Rialto Bioenergy Facility: Contract
Biosolids
Pellets
from
dryer
Biosolids
Pyrolysis
Biochar
11
Biosolids Management Locations & Distributions
12
11
12
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7
Financial Impact of RBF Contract
13
Questions
?
14
13
14
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1733 Agenda Date:7/7/2021 Agenda Item No:14.
FROM:James D. Herberg, General Manager
Originator: Lan C. Wiborg, Director of Environmental Services
SUBJECT:
ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL SERVICES LABORATORY AND
OCEAN MONITORING UPDATE
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 Environmental Services -
Environmental Laboratory and Ocean Monitoring Division (ELOM):Protecting Public Health and the
Environment.
The work of the ELOM division tends to be complex and diverse.This presentation will focus
primarily on who we are,what we do,and our current strategic and collaborative projects and
studies.
RELEVANT STANDARDS
·Comply with environmental permit requirements
·Listen to and seriously consider community input on environmental concerns
·Operate and maintain facilities to minimize impacts on surrounding communities including
odor, noise, and lighting
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
Orange County Sanitation District Printed on 6/30/2021Page 1 of 1
powered by Legistar™
OPERATIONS COMMITTEE
Agenda Report
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
File #:2021-1736 Agenda Date:7/7/2021 Agenda Item No:15.
FROM:James D. Herberg, General Manager
Originator: Rob Thompson, Assistant General Manager
SUBJECT:
SUPER CRITICAL WATER OXIDATION RESEARCH OPPORTUNITY
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
The Orange County Sanitation District (OC San)collects and processes 185 million gallons of
wastewater every day.Cleaning this water results in concentrated solids called sludge and scum.
These energy rich solids are processed through anerobic digestion to create methane rich gas and
biosolids.The methane rich gas is cleaned and used in the treatment plants to make electricity and
heat. Biosolids are the residual material used in the agricultural industry as a soil amendment.
Anerobic digestion is a standard biological treatment technology in the wastewater industry.It is safe
and effective at converting organic material to useful gas and killing pathogens in the sludge.
Anerobic digestion is not an effective technology for converting microplastics,PFAS,and other
constituents of emerging concern.
Staff has been following a new technology for solids treatment for a number of years that takes
advantage of a unique property of water at high temperature and pressure.The technology presents
an opportunity to convert all complex organic material (including plastics and PFAS)to more basic
and benign compounds like nitrogen, water, carbon dioxide, and mineral salts.
A new company,374 Water,with a novel,simpler process design is moving to scale up their process
technology from a one-ton-per-day unit operating at Duke University in North Carolina.Rob
Thompson witnessed the operation of the unit in North Carolina in May.Staff are in discussions with
374 Water to engage in a research program to scale up and operate a six-ton-per-day unit,and,if
successful,potentially a thirty-ton-per-day unit.These first of their kind units at these flow rates are
demonstration units and will no doubt require some adjustment and optimization,but staff believes
they have a good probability of success due to their process and mechanical simplicity.
It is also important to note that this process will only treat concentrated solids streams,not the entire
water flow.Part of the research process will be to document the ability of the system to destroy
plastics,PFAS type compounds,and other constituent of emerging concerns that can be
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File #:2021-1736 Agenda Date:7/7/2021 Agenda Item No:15.
plastics,PFAS type compounds,and other constituent of emerging concerns that can be
concentrated in sludge streams.The proposed research/demonstration program would be capable
of treating raw primary and secondary sludge, biosolids, and food waste.
RELEVANT STANDARDS
·Provide technology leadership to the wastewater industry
·Search for technology solutions to neutralize constituents of emerging concern
·Maintain a culture of improving efficiency
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
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ORANGE COUNTY SANITATION DISTRICT
COMMON ACRONYMS
ACWA Association of California
Water Agencies LOS Level Of Service RFP Request For Proposal
APWA American Public Works
Association MGD Million Gallons Per Day RWQCB Regional Water Quality
Control Board
AQMD Air Quality Management
District MOU Memorandum of
Understanding SARFPA Santa Ana River Flood
Protection Agency
ASCE American Society of Civil Engineers NACWA National Association of Clean Water Agencies SARI Santa Ana River Interceptor
BOD Biochemical Oxygen Demand NEPA National Environmental Policy
Act SARWQCB Santa Ana Regional Water
Quality Control Board
CARB California Air Resources
Board NGOs Non-Governmental
Organizations SAWPA Santa Ana Watershed
Project Authority
CASA California Association of
Sanitation Agencies NPDES National Pollutant Discharge
Elimination System SCADA Supervisory Control And
Data Acquisition
CCTV Closed Circuit Television NWRI National Water Research
Institute SCAP
Southern California
Alliance of Publicly Owned Treatment Works
CEQA California Environmental
Quality Act O & M Operations & Maintenance SCAQMD South Coast Air Quality
Management District
CIP Capital Improvement
Program OCCOG Orange County Council of
Governments SOCWA South Orange County
Wastewater Authority
CRWQCB California Regional Water
Quality Control Board OCHCA Orange County Health Care
Agency SRF Clean Water State
Revolving Fund
CWA Clean Water Act OCSD Orange County Sanitation District SSMP Sewer System Management Plan
CWEA California Water Environment Association OCWD Orange County Water District SSO Sanitary Sewer Overflow
EIR Environmental Impact Report OOBS Ocean Outfall Booster Station SWRCB State Water Resources
Control Board
EMT Executive Management Team OSHA Occupational Safety and
Health Administration TDS Total Dissolved Solids
EPA US Environmental Protection Agency PCSA
Professional
Consultant/Construction
Services Agreement
TMDL Total Maximum Daily Load
FOG Fats, Oils, and Grease PDSA Professional Design Services
Agreement TSS Total Suspended Solids
gpd gallons per day PFAS
Per- and Polyfluoroalkyl
Substances WDR Waste Discharge
Requirements
GWRS Groundwater Replenishment
System PFOA Perfluorooctanoic Acid WEF Water Environment
Federation
ICS Incident Command System PFOS Perfluorooctanesulfonic Acid WERF Water Environment & Reuse Foundation
IERP Integrated Emergency
Response Plan POTW Publicly Owned Treatment
Works WIFIA Water Infrastructure
Finance and Innovation Act
JPA Joint Powers Authority ppm parts per million WIIN Water Infrastructure Improvements for the
Nation Act
LAFCO Local Agency Formation
Commission PSA Professional Services
Agreement WRDA Water Resources
Development Act
ORANGE COUNTY SANITATION DISTRICT
GLOSSARY OF TERMS
ACTIVATED SLUDGE PROCESS – A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater.
BENTHOS – The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone.
BIOCHEMICAL OXYGEN DEMAND (BOD) – The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water.
BIOGAS – A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used
as a fuel.
BIOSOLIDS – Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for
commercial and home gardens to improve and maintain fertile soil and stimulate plant growth.
CAPITAL IMPROVEMENT PROGRAM (CIP) – Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities.
COLIFORM BACTERIA – A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater.
COLLECTIONS SYSTEM – In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water.
CERTIFICATE OF PARTICIPATION (COP) – A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues.
CONTAMINANTS OF POTENTIAL CONCERN (CPC) – Pharmaceuticals, hormones, and other organic wastewater contaminants.
DILUTION TO THRESHOLD (D/T) – The dilution at which the majority of people detect the odor becomes the D/T for that air sample.
GREENHOUSE GASES (GHG) – In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming (“greenhouse effect”).
GROUNDWATER REPLENISHMENT SYSTEM (GWRS) – A joint water reclamation project that proactively responds to Southern California’s current and future water needs. This joint project between the Orange County Water District and OCSD provides 70
million gallons per day of drinking quality water to replenish the local groundwater supply.
LEVEL OF SERVICE (LOS) – Goals to support environmental and public expectations for performance.
N-NITROSODIMETHYLAMINE (NDMA) – A N-nitrosamine suspected cancer-causing agent. It has been found in the GWRS
process and is eliminated using hydrogen peroxide with extra ultra-violet treatment.
NATIONAL BIOSOLIDS PARTNERSHIP (NBP) – An alliance of the NACWA and WEF, with advisory support from the EPA. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance.
PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – A large group (over 6,000) of human-made compounds that are resistant to heat, water, and oil and used for a variety of applications including firefighting foam, stain and water-resistant clothing, cosmetics, and food packaging. Two PFAS compounds, perfluorooctanesulfonic acid (PFOS) and perfluorooctanoic acid (PFOA) have been the focus of increasing regulatory scrutiny in drinking water and may result in adverse health effects including developmental effects to fetuses during pregnancy, cancer, liver damage, immunosuppression, thyroid effects, and other effects.
PERFLUOROOCTANOIC ACID (PFOA) – An ingredient for several industrial applications including carpeting, upholstery, apparel, floor wax, textiles, sealants, food packaging, and cookware (Teflon).
PERFLUOROOCTANESULFONIC ACID (PFOS) – A key ingredient in Scotchgard, a fabric protector made by 3M, and used in numerous stain repellents.
PLUME – A visible or measurable concentration of discharge from a stationary source or fixed facility.
PUBLICLY OWNED TREATMENT WORKS (POTW) – A municipal wastewater treatment plant.
SANTA ANA RIVER INTERCEPTOR (SARI) LINE – A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment.
SANITARY SEWER – Separate sewer systems specifically for the carrying of domestic and industrial wastewater.
SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) – Regional regulatory agency that develops plans and
regulations designed to achieve public health standards by reducing emissions from business and industry.
SECONDARY TREATMENT – Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater.
SLUDGE – Untreated solid material created by the treatment of wastewater.
TOTAL SUSPENDED SOLIDS (TSS) – The amount of solids floating and in suspension in wastewater.
ORANGE COUNTY SANITATION DISTRICT
GLOSSARY OF TERMS
TRICKLING FILTER – A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them.
URBAN RUNOFF – Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans.
WASTEWATER – Any water that enters the sanitary sewer.
WATERSHED – A land area from which water drains to a particular water body. OCSD’s service area is in the Santa Ana River Watershed.