HomeMy WebLinkAbout10-23-2024 Board Meeting Complete Agenda Packet
SPECIAL NOTICE
PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS
Board of Directors Meeting
Wednesday, October 23, 2024
6:00 p.m.
Your participation is always welcome. OC San offers several ways in which to interact during meetings. You will find information as to these opportunities below.
IN-PERSON MEETING ATTENDANCE
You may attend the meeting in-person at the following location: Orange County Sanitation District
Headquarters Building
18480 Bandilier Circle Fountain Valley, CA 92708 ONLINE MEETING PARTICIPATION
You may join the meeting live via Teams on your computer or similar device or web browser by using the link below: Click here to join the meeting
We suggest testing joining a Teams meeting on your device prior to the commencement of the meeting. For recommendations, general guidance on using Teams, and instructions on joining a Teams meeting, please click here.
Please mute yourself upon entry to the meeting. Please raise your hand if you wish to speak
during the public comment section of the meeting. The Clerk of the Board will call upon you by using the name you joined with. Meeting attendees are not provided the ability to make a presentation during the meeting. Please
contact the Clerk of the Board at least 48 hours prior to the meeting if you wish to present any
items. Additionally, camera feeds may be controlled by the meeting moderator to avoid inappropriate content.
HOW TO PARTICIPATE IN THE MEETING BY TELEPHONE To join the meeting from your phone: Dial (213) 279-1455
When prompted, enter the Phone Conference ID: 132 444 685#
All meeting participants may be muted during the meeting to alleviate background noise. If you are muted, please use *6 to unmute. You may also mute yourself on your device.
Please raise your hand to speak by use *5, during the public comment section of the meeting.
The Clerk of the Board will call upon you by using the last 4 digits of your phone number as identification. NOTE: All attendees will be disconnected from the meeting at the beginning of Closed
Session. If you would like to return to the Open Session portion of the meeting, please login or dial-in to the Teams meeting again and wait in the Lobby for admittance. WATCH THE MEETING ONLINE
The meeting will be available for online viewing at:
https://ocsd.legistar.com/Calendar.aspx SUBMIT A COMMENT
You may submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk@ocsan.gov with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)”
or “PUBLIC COMMENT NON-AGENDA ITEM”.
You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx. The eComment feature will be available for the duration of the meeting.
All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record.
For any questions and/or concerns, please contact the Clerk of the Board’s office at
714-593-7433. Thank you for your interest in OC San!
October 16, 2024
NOTICE OF REGULAR MEETING BOARD OF DIRECTORS
ORANGE COUNTY SANITATION DISTRICT
Wednesday, October 23, 2024 – 6:00 P.M.
Headquarters Building 18480 Bandilier Circle Fountain Valley, CA 92708 ACCESSIBILITY FOR THE GENERAL PUBLIC
Your participation is always welcome. Specific information as to how to participate in this meeting is detailed on the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during this meeting: you may participate in person, join the meeting live via Teams on your computer or similar device or web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting. The Regular Meeting of the Board of Directors of the Orange County Sanitation District will be held at the above location and in the manner indicated on Wednesday, October 23, 2024 at 6:00 p.m.
BOARD MEETING DATES
November 20, 2024 *
December 18, 2024 *
January 22, 2025
February 26, 2025
March 26, 2025
April 23, 2025
May 28, 2025
June 25, 2025
July 23, 2025
August 27, 2025
September 24, 2025
October 22, 2025
* Meeting will be held on the third Wednesday of the month
ORANGE COUNTY SANITATION DISTRICT Effective 01/23/2024 BOARD OF DIRECTORS Complete Roster
AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR
Anaheim
Stephen Faessel
Carlos A. Leon
Brea Christine Marick Cecilia Hupp
Buena Park Joyce Ahn Art Brown
Cypress Scott Minikus Bonnie Peat
Fountain Valley Glenn Grandis Ted Bui
Fullerton Bruce Whitaker Nick Dunlap
Garden Grove Stephanie Klopfenstein John O’Neill
Huntington Beach Pat Burns Gracey Van Der Mark
Irvine Farrah N. Khan Kathleen Treseder
La Habra Rose Espinoza Jose Medrano
La Palma Debbie Baker Mark I. Waldman
Los Alamitos Jordan Nefulda Shelley Hasselbrink
Newport Beach Brad Avery Erik Weigand
Orange Jon Dumitru John Gyllenhammer
Placentia Chad Wanke Ward Smith
Santa Ana Johnathan Ryan Hernandez Benjamin Vazquez
Seal Beach Schelly Sustarsic Lisa Landau
Stanton David Shawver Carol Warren
Tustin Ryan Gallagher Austin Lumbard
Villa Park Robbie Pitts Jordan Wu
Sanitary/Water Districts
Costa Mesa Sanitary District Bob Ooten
Art Perry
Midway City Sanitary District Andrew Nguyen Tyler Diep
Irvine Ranch Water District John Withers Douglas Reinhart
Yorba Linda Water District Phil Hawkins Tom Lindsey
County Areas
Board of Supervisors Doug Chaffee Donald P. Wagner
BOARD OF DIRECTORS
Regular Meeting Agenda
Wednesday, October 23, 2024 - 6:00 PM
Board Room
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
ACCOMMODATIONS FOR THE DISABLED: If you require any special disability related accommodations,
please contact the Orange County Sanitation District (OC San) Clerk of the Board’s office at (714) 593-7433 at
least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type
of accommodation requested.
AGENDA POSTING: In accordance with the requirements of California Government Code Section 54954.2, this
agenda has been posted outside OC San's Headquarters Building located at 18480 Bandilier Circle, Fountain
Valley, California, and on the OC San’s website at www.ocsan.gov not less than 72 hours prior to the meeting
date and time above. All public records relating to each agenda item, including those distributed less than 72
hours prior to the meeting to a majority of the Board of Directors, are available for public inspection with 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 RECORDING: A recording of this meeting is available within 24 hours after adjournment of the
meeting at https://ocsd.legistar.com/Calendar.aspx or by contacting the Clerk of the Board.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be
submitted 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: Rob Thompson, rthompson@ocsan.gov / (714) 593-7110
Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550
Director of Communications: Jennifer Cabral, jcabral@ocsan.gov / (714) 593-7581
Director of Engineering: Mike Dorman, mdorman@ocsan.gov / (714) 593-7014
Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450
Director of Finance: Wally Ritchie, writchie@ocsan.gov / (714) 593-7570
Director of Human Resources: Laura Maravilla, lmaravilla@ocsan.gov / (714) 593-7007
Director of Operations & Maintenance: Riaz Moinuddin, rmoinuddin@ocsan.gov / (714) 593-7269
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
CALL TO ORDER
Board Chairman Ryan Gallagher
INVOCATION AND PLEDGE OF ALLEGIANCE
Director Doug Chaffee, Board of Supervisors
ROLL CALL AND DECLARATION OF QUORUM
Clerk of the Board
PUBLIC COMMENTS:
Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the
Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during
meetings: you may participate in person, join the meeting live via Teams on your computer or similar device or
web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for
consideration before or during the meeting.
SPECIAL PRESENTATIONS:
1.2024-3883EMPLOYEE SERVICE AWARDS
20-year Service Awards
Samir Patel, Senior Information Tech Analyst - Division 250
Raul Olaiz, Mechanic - Division 820
Originator:Kelly Lore
REPORTS:
The Board 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 Board of Directors, after one
motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be
considered in the regular order of business.
2.2024-3882APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Board of Directors held September 25,
2024.
Originator:Kelly Lore
Page 1 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
Agenda Report
09-25-2024 Board of Directors Meeting Minutes
Attachments:
3.2024-3876ORANGE COUNTY SANITATION DISTRICT’S ANNUAL REPORT FOR
FISCAL YEAR 2023-2024
RECOMMENDATION:
Receive and file the Orange County Sanitation District’s Annual Report for Fiscal Year
2023-2024.
Originator:Jennifer Cabral
Agenda Report
OC San Annual Report - FY 2023-24
Attachments:
RECEIVE AND FILE:
4.2024-3482COMMITTEE MEETING MINUTES
RECOMMENDATION: Receive and file the following:
A. Minutes of the GWRS Steering Committee Meeting held July 8, 2024
B. Minutes of the Steering Committee Meeting held August 28, 2024
C. Minutes of the Operations Committee Meeting held September 4, 2024
D. Minutes of the Administration Committee Meeting held September 11, 2024
Originator:Kelly Lore
Agenda Report
07-08-2024 GWRS Steering Committee Minutes
08-28-2024 Steering Committee Minutes
09-04-2024 Operations Committee Minutes
09-11-2024 Administration Committee Minutes
Attachments:
5.2024-3723REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH
OF SEPTEMBER 2024
RECOMMENDATION: Receive and file the following:
Report of the Investment Transactions for the month of September 2024.
Originator:Wally Ritchie
Agenda Report
Report of the Investment Transactions - September 2024
Attachments:
Page 2 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
OPERATIONS COMMITTEE:
6.2024-3877CENGEN COOLING WATER PIPE REPLACEMENT AT PLANT NO. 2,
PROJECT NO. FE20-04
RECOMMENDATION:
Approve a Task Order limit increase of $70,000 to the Professional Design Services
Agreement with Dudek to provide professional engineering services for CenGen
Cooling Water Pipe Replacement at Plant No. 2, Project No. FE20-04, Task Order No.
FE18-00-03-03, for a total amount not to exceed $370,000.
Originator:Mike Dorman
Agenda ReportAttachments:
7.2024-3878ON-CALL MAINTENANCE AND REPAIR MASTER SERVICES
CONTRACTS - SPECIFICATION NO. S-2024-1447BD
RECOMMENDATION:
A. Approve Master Services Contracts to provide on-call maintenance and repair
services, Specification No. S-2024-1447BD, for a one-year period effective
December 1, 2024, through November 30, 2025, with two (2) one-year renewal
options in accordance with Ordinance No. OC SAN-61, Section 2.03(F) with the
qualified firms listed below for task order bids less than $500,000:
License A:
1. Charles King Company
2. Filanc
3. Jamison Engineering Contractors, Inc.
4. Kiewit Infrastructure West Co.
5. O’Connell Engineering & Construction, Inc.
6. Tharsos, Inc.
7. Vicon Enterprise Inc.
8. W.A. Rasic Construction Company, Inc.
License C-10:
1. Baker Electric & Renewables, LLC
2. Big Sky Electric, Inc.
3. LEED Electric, Inc.
4. Vistam, Inc.
License C-20:
1. Creative Air Mechanical Services
2. F.M. Thomas Air Conditioning, Inc.
3. Zia Degrees, Inc.
Page 3 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
B. Authorize the General Manager, or designee, to add or delete firms as
necessary to maintain a qualified base of firms in accordance with Specification
No. S-2024 1447BD.
Originator:Riaz Moinuddin
Agenda Report
S-2024-1447BD - Charles King Company
S-2024-1447BD - Filanc
S-2024-1447BD - Jamison Engineering Contractors, Inc.
S-2024-1447BD - Kiewit Infrastructure West Co.
S-2024-1447BD - O'Connell Engineering & Construction, Inc
S-2024-1447BD - Tharsos, Inc.
S-2024-1447BD - Vicon Enterprise Inc.
S-2024-1447BD - W.A. Rasic Construction Company, Inc.
S-2024-1447BD - Baker Electric & Renewables, LLC
S-2024-1447BD - Big Sky Electric, Inc.
S-2024-1447BD - LEED Electric, Inc.
S-2024-1447BD - VISTAM, Inc.
S-2024-1447BD - Creative Air Mechanical Services
S-2024-1447BD - F.M. Thomas Air Conditioning, Inc.
S-2024-1447BD - Zia Degrees, Inc.
Presentation - Master Services Contracts
Attachments:
8.2024-3879LICENSE AGREEMENT FOR CONSTRUCTION STAGING AREA AT
PLANT NO. 2
RECOMMENDATION:
Approve a Temporary, Non-Exclusive and Revocable License Agreement with the City
of Newport Beach for a construction staging area, at a cost of $10 and other
consideration; with a term commencing on June 1, 2024, and terminating upon (i) the
completion of the City Projects, or (ii) December 31, 2028; in a form approved by
General Counsel.
Originator:Mike Dorman
Agenda Report
License Agreement
Attachments:
ADMINISTRATION COMMITTEE:
9.2024-3891MAXIMO TO MAXIMO APPLICATION SUITE
RECOMMENDATION:
A. Approve a Professional Services Agreement to Total Resource Management,
Inc. to upgrade Maximo to Maximo Application Suite, Specification No.
CS-2024-623BD, for a total amount not to exceed $296,441; and
Page 4 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
B. Approve a contingency of $44,467 (15%).
Originator:Wally Ritchie
Agenda Report
Professional Services Agreement - CS-2024-623BD
Attachments:
10.2024-3892PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF AUGUST AND
SEPTEMBER 2024
RECOMMENDATION:
Receive and file the Public Affairs Update for the months of August and September
2024.
Originator:Jennifer Cabral
Agenda Report
Outreach and Media Report - August and September 2024
Presentation - PAO Intro and Update Aug-Sept 2024
Attachments:
11.2024-3893LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF AUGUST
AND SEPTEMBER 2024
RECOMMENDATION:
Receive and file the Legislative Affairs Update for the months of August and
September 2024.
Originator:Jennifer Cabral
Agenda Report
Federal Legislative Update
Federal Matrix
State Legislative Update
State Matrix
Local Legislative Report - August 2024
Local Legislative Report - September 2024
Floor Alert: SB 937 - Oppose Unless Amended: Development
Projects: Fees and Charges
Request for Signature - OC San AB 2515 (Papan)
Request for Veto - OC San SB 937 (Wiener)
Request for Signature - OC San SB 1072 (Padilla)
2025 Legislative and Regulatory Plan - DRAFT
Presentation - Townsend State Legislative Update
Presentation - Draft 2025 Legislative and Regulatory Plan
Attachments:
Page 5 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
12.2024-3894POSITION CHANGE REQUEST FOR FISCAL YEAR 2024-25
RECOMMENDATION:
Approve the upgrade of one vacant Lead Facilities Worker (Salary Grade LOC66)
position to Building Maintenance Technician (Salary Grade LOC67) position for FY
2024-25.
Originator:Laura Maravilla
Agenda ReportAttachments:
13.2024-3618PROCUREAMERICA
RECOMMENDATION:
Approve the use of ProcureAmerica to perform analysis of specific operational areas to
identify potential cost savings.
Originator:Wally Ritchie
Agenda ReportAttachments:
STEERING COMMITTEE:
None.
NON-CONSENT:
None.
INFORMATION ITEMS:
None.
AB 1234 DISCLOSURE REPORTS:
This item allows Board members to provide a brief oral report regarding the disclosure of outside committees,
conferences, training, seminars, etc. attended at the Agency’s expense, per Government Code §53232.3(d).
• Report from Board Delegate - ISDOC
• Report from Board Delegate - NWRI
• Report from Board Delegate - OCCOG
• Report from Board Delegate - SARFPA
• Report from GWRS Steering Committee Member(s)
• Other
Page 6 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the
Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,
pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9,
54957 or 54957.6, as noted.
Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)
employment actions or negotiations with employee representatives; or which are exempt from public disclosure
under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are
not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes
will reflect all required disclosures of information.
CONVENE IN CLOSED SESSION.
CS-1 2024-3896CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE
SECTION 54957.6
RECOMMENDATION: Convene in Closed Session:
Designated Representatives: General Manager Robert Thompson, Assistant General
Manager Lorenzo Tyner, Director of Human Resources Laura Maravilla, and Chief
Negotiator Laura Kalty.
Employee Organizations: (3)
International Union of Operating Engineers, Local 501; Orange County Employees
Association; and the Supervisory and Professional Management Group.
Agenda Report
Board CS Memo re Labor Negotiators
Attachments:
RECONVENE IN REGULAR SESSION.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
At this time Directors may request staff to place an item on a future agenda.
Page 7 of 8
BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, October 23, 2024
ADJOURNMENT:
Adjourn the Board meeting until the Special Meeting of the Board of Directors on October 25,
2024 at 11:30 a.m. at Mile Square Park Golf Clubhouse.
Page 8 of 8
BOARD OF DIRECTORS
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3882 Agenda Date:10/23/2024 Agenda Item No:2.
FROM:Robert Thompson, 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 Board of Directors held September 25, 2024.
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 24-09
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·September 25, 2024 Board of Directors meeting minutes
Orange County Sanitation District Printed on 10/17/2024Page 1 of 1
powered by Legistar™
ORANGE COUNTY SANITATION DISTRICT
MINUTES
BOARD OF DIRECTORS
SEPTEMBER 25, 2024
Board Room
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
BOARD OF DIRECTORS Minutes September 25, 2024
CALL TO ORDER
A regular meeting of the Board of Directors of the Orange County Sanitation District was
called to order by Board Chairman Ryan Gallagher on Wednesday, September 25, 2024 at
6:03 p.m. in the Headquarters Building of the Orange County Sanitation District. Alternate
Director Tom Lindsey delivered the invocation and led the Pledge of Allegiance.
ROLL CALL AND DECLARATION OF QUORUM
The Clerk of the Board declared a quorum present as follows:
PRESENT:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Wally Ritchie, Director of
Finance; Lan Wiborg, Director of Environmental Services; Kelly Lore, Clerk of the Board;
James Cabral; Jordan Cabral; Mortimer Caparas; Shawn Carman; Belen Carrillo; Isai Carrillo;
Jackie Castro; Sam Choi; Raul Cuellar; Don Cutler; Thys DeVries; Martin Dix; Justin Fenton;
Al Garcia; David Haug; Marianne Kleine; Joe Manzella; Tom Meregillano; Rob Michaels; Hye
Oh; Aldwin Ramirez; Valerie Ratto; Vianey Sorto-Gaona; Thomas Vu; Kevin Work; and Ruth
Zintzun were present in the Board Room.
OTHERS PRESENT: Scott Smith, General Counsel; Ryan Baron, Associate Counsel; Shawn
Cobb, Special Counsel, Allen Matkins; Gary Weisberg and Lindsay Caro, Special Counsel,
Woodruff & Smart; Alex King and Andres Lopez, EIDIM; and Julia Cabral, were present in the
Board Room. Art Perry, Costa Mesa Sanitary District, and Corie Lahr, Mark Thomas, were
present telephonically.
PUBLIC COMMENTS:
None.
Clerk of the Board Kelly Lore stated that after the publication of the agenda, Late
Communication had been received regarding Item Nos. 15 & 16. She also requested that
Item No. 18 be heard after Closed Session.
SPECIAL PRESENTATIONS:
1.EMPLOYEE SERVICE AWARDS 2024-3839
Originator: Kelly Lore
Page 1 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
Chair Gallagher called upon General Manager Rob Thompson who presented a
20-year service award to Maintenance Supervisor James Cabral. Chair Gallagher
recognized Sergio Chairez and Janine Aguilar for their years of service.
30-year Service Award
Sergio Chairez, Power Plant Operator II - Division 870
20-year Service Awards
Janine Aguilar, Human Resources Supervisor - Division 520
James Cabral, Maintenance Supervisor - Division 820
REPORTS:
Chair Gallagher reminded the Directors to turn on their microphones when speaking to ensure
proper audio capture for the live stream and recording. He also stated that a Special meeting
of the Board of Directors will be held on Friday, October 25, 2024, at 11:30 a.m. for the State
of OC San.
Chair Gallager stated that he and the Vice-Chair recently received an informative tour from
the General Manager of the various pump stations to see firsthand the elaborate processes
they perform.
Chair Gallagher reported that he and the Vice-Chair were honored to attend OC San ’s
Volunteer Incentive Program luncheon, where they recognized and celebrated over 100
employees who have volunteered their time to enhance the community’s understanding of OC
San and the important work done through tours, community events, speaking engagements,
and the recent Open House.
Chair Gallagher reported that he, the Vice-Chair, and the General Manager traveled to
Orlando, Florida, to view the Supercritical Water Oxidation and observe the agreed- upon
initial deployment of AirSCWO technology. He stated that the anticipated delivery of the unit
is in the spring of 2025. Updates on the demonstration will be provided to the Operations and
Administration Committees next month.
Chair Gallagher stated that the Directors and Alternate Directors would receive talking points
regarding OC San activities for use while reporting out to their councils, boards, and
community groups.
General Manager Thompson stated that the CIP Annual Report, which summarizes and
highlights achievements of active CIP projects, financial data, and contract activities for Fiscal
Year 2023-2024, was included in the agenda packet for this evening.
Mr. Thompson reported that he recently presented at the City of Newport Beach Chamber ’s
monthly event, “Wake Up Newport.” He also attended the Southern California Coastal Water
Research Project Commission meeting and re-recorded an Executive Exchange Podcast
discussing current efforts with SCWO and deep well injection, where he emphasized the need
to explore alternative options rather than just fixes for regulatory issues. He mentioned that he
continues to meet with City Managers and General Managers of OC San member agencies,
Page 2 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
meeting with Fullerton, Santa Ana, Huntington Beach, Seal Beach, Tustin, and Costa Mesa
Sanitary District this month.
Mr. Thompson reported that he would be attending the OC Water Summit on September 29,
along with several members of the Steering Committee at OC San’s table.
CONSENT CALENDAR:
2.APPROVAL OF MINUTES 2024-3824
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Board of Directors held August 28,
2024.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Ryan Gallagher, Glenn Grandis, Stephanie Klopfenstein, Christine
Marick, Scott Minikus, Andrew Nguyen, Robert Ooten, Robbie Pitts,
David Shawver, Chad Wanke, Bruce Whitaker, John Withers and
Tom Lindsey (Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:Rose Espinoza and Erik Weigand (Alternate)
RECEIVE AND FILE:
3.COMMITTEE MEETING MINUTES 2024-3481
Originator: Kelly Lore
WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING:
A.Minutes of the Operations Committee Meeting held July 10, 2024
B.Minutes of the Administration Committee Meeting held July 17, 2024
C.Minutes of the Steering Committee Meeting held July 24, 2024
4.REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH
OF AUGUST 2024
2024-3722
Originator: Wally Ritchie
WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING:
Report of the Investment Transactions for the month of August 2024.
Page 3 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
5.CAPITAL IMPROVEMENT PROGRAM ANNUAL REPORT 2024-3862
Originator: Mike Dorman
WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING:
Receive and file the Capital Improvement Program Annual Report for Fiscal Year
2023-2024.
OPERATIONS COMMITTEE:
6.PLANT WATER PIPING REPLACEMENT AT SECONDARY
CLARIFIERS 1-26 AT PLANT NO. 1, PROJECT NO. FE20-05
2024-3809
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO:
A. Receive and file Bid Tabulation and Recommendation for Plant Water Piping
Replacement at Secondary Clarifiers 1-26 at Plant No. 1, Project No. FE20-05;
B. Award a Construction Contract Agreement to T.E. Roberts, Inc. for Plant Water
Piping Replacement at Secondary Clarifiers 1-26 at Plant No. 1, Project No.
FE20-05, for a total amount not to exceed $1,375,313; and
C. Approve a contingency of $137,531 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
7.ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT 2024-3810
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file the Engineering Program Contract Performance Report for the period
ending June 30, 2024.
Page 4 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
8.CONTROL ROOM RECONFIGURATION AT PLANT NO. 1,
CONTRACT NO. J-120A.1
2024-3811
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve Task Order No. 2 under the Master Services Agreement with ABB, Inc.
to provide services and furnish Operator Workstations for Control Room
Reconfiguration at Plant No. 1, Contract No. J-120A.1, as part of Process
Control Systems Upgrades, Project No. J-120, for a total amount not to exceed
$356,623; and
B. Approve a contingency of $35,662 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
9.AGREEMENT FOR THE PURCHASE OF LIQUID CATIONIC
POLYMER, SPECIFICATION NO. SSJ#2808
2024-3812
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
Page 5 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
A. Approve a Chemical Supplier Agreement for the Purchase of Liquid Cationic
Polymer, Specification No. SSJ#2808 with Polydyne, Inc. for a period of one (1)
year beginning February 1, 2025, through January 31, 2026; with up to four (4)
one-year optional renewal periods; for a total unit price of $3.873 per active
pound delivered plus applicable sales tax; and
B. Approve an annual unit price contingency increase of 3%.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
10.MOBILE TELESCOPIC BOOM CRANE 2024-3813
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a purchase order to Nixon-Egli Equipment Company for the purchase of
one Mobile Telescopic Boom Crane using the Sourcewell Cooperative Contract
No. 020923-TER for an amount not to exceed $946,576; and
B. Approve a contingency of $47,329 (5%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
11.FLEET VEHICLE REPLACEMENT PURCHASES 2024-3814
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
Page 6 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
A. Approve the purchase of new and replacement vehicles for Orange County
Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2024-25
Budget in the amount of $859,827; and
B. Delegate to the General Manager and Purchasing Manager the authority to
purchase new and replacement vehicles through cooperative contracts during
the fiscal year in the not to exceed amount listed above, during the fiscal year.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
12.THICKENING AND DEWATERING CENTRIFUGE GEAR UNIT
REPLACEMENTS AND SERVICE
2024-3816
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a General Services Contract to GEA Mechanical Equipment US, Inc. for
the thickening and dewatering centrifuge gear unit replacements and service, for
a total amount not to exceed $2,912,178 including freight and taxes; and
B. Approve a contingency of $582,436 (20%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
Page 7 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
13.PRIMARY CLARIFIERS F AND G ROTATING MECHANISM
REHABILITATION AT PLANT NO. 2, PROJECT NO. FE23-09,
SPECIFICATION NO. S-2024-612BD
2024-3818
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Services Contract to Vicon Enterprise, Inc. for Primary Clarifiers F
and G Rotating Mechanism Rehabilitation at Plant No. 2, Project No. FE23-09,
Specification No. S-2024-612BD, for a total amount not to exceed $3,150,000;
and
B. Approve a contingency of $472,500 (15%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
ADMINISTRATION COMMITTEE:
14.UPGRADE AND MIGRATION OF TIMECARD SOFTWARE
(WORKFORCE)
2024-3850
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Workforce Software SaaS and Professional Services Agreement to
WorkForce Software, LLC for the Migration and Upgrade of the WorkForce
software, for a five year term commencing October 1, 2024 and ending
September 30, 2029, for a total amount not to exceed $628,015; and
B. Approve a contingency in the amount of $62,802 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
Page 8 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
15.REIMBURSEMENTS TO BOARD MEMBERS AND STAFF 2024-3851
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file report of reimbursements to Board Members and Staff per
Government Code Section 53065.5 for the period July 1, 2023 through June 30, 2024.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
16.INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT
FUND
2024-3852
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO:
Adopt Resolution No. OC SAN 24-13 entitled: “A Resolution of the Board of Directors
of the Orange County Sanitation District Authorizing Investment of Monies in the State
of California’s Treasurer’s Office Local Agency Investment Fund; and Repealing
Resolution No. 95-15”.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
Page 9 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
STEERING COMMITTEE:
17.LABOR CONTRACT NEGOTIATIONS - CHIEF NEGOTIATOR 2024-3870
Originator: Laura Maravilla
MOVED, SECONDED, AND DULY CARRIED TO:
Authorize the Board Chairman to execute an agreement for special services with
Liebert Cassidy Whitmore and approve Laura Drottz Kalty to serve as Chief Negotiator
for labor contract negotiations for an amount not to exceed $100,000.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, John Withers, Tom Lindsey (Alternate) and Erik Weigand
(Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda and Schelly Sustarsic
ABSTENTIONS:None
INFORMATION ITEMS:
None.
AB 1234 DISCLOSURE REPORTS:
Directors Pat Burns, Bob Ooten, and Dave Shawver provided reports on their recent
attendance at various Regional Board Meetings.
Director John Withers left the meeting prior to Closed Session.
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS
54956.9(d)(1) & 54956.9(d)(4).
The Board convened in closed session at 6:20 p.m. Confidential minutes of the Closed
Sessions have been prepared in accordance with the above Government Code Sections and
are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board
and Committee Closed Session meetings.
CS-1 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION -
GOVERNMENT CODE SECTION 54956.9(d)(1)
2024-3864
Page 10 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
CONVENED IN CLOSED SESSION:
Number of Cases: 1
BKK Working Group, et al. v. Albertsons Companies, Inc., et al., United States District
Court Central District of California, Court Case No. 2:18-CV-05836-MWF(PLAx).
CS-2 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION -
GOVERNMENT CODE SECTION 54956.9(d)(1)
2024-3865
CONVENED IN CLOSED SESSION:
Number of Cases: 1
Orange County Sanitation District, a public entity v. Bayside Village Marina, LLC, a
limited liability company; Laguna Beach County Water District, a public entity; and
Does 1-100, inclusive; and all Persons Unknown Claiming an Interest in the Property,
Superior Court of California, County of Orange, Case No. 30-2022-01251890.
CS-3 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION -
GOVERNMENT CODE SECTION 54956.9(d)(1)
2024-3866
CONVENED IN CLOSED SESSION:
Number of Cases: 1
Orange County Sanitation District v. Robert M. Jackson, et al., Orange County Superior
Court Case No. 30-2024-01379706-CU-OR-CJC.
CS-4 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED
LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4)
2024-3867
CONVENED IN CLOSED SESSION:
Number of Potential Cases: 1
Potential initiation of litigation.
RECONVENE IN REGULAR SESSION.
The Board reconvened in regular session at 6:46 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Scott Smith stated there was no reportable action. Mr. Smith noted that
Alternate Director Erik Weigand recused himself from the discussion and consideration of
Closed Session Item No. 1 due to an indirect financial interest.
Page 11 of 12
BOARD OF DIRECTORS Minutes September 25, 2024
NON-CONSENT:
Board Chair Gallagher stated that Item No. 18 would be heard after Closed Session.
18.SOUTHERN CALIFORNIA EDISON - REPLACEMENT OF THE
POWER PURCHASE AGREEMENT AT PLANT NO. 2
2024-3860
Originator: Riaz Moinuddin
Mr. Thompson provided a verbal report of the item.
MOVED, SECONDED, AND DULY CARRIED TO:
Approve the Net Energy Metering Interconnection Agreement (NST-497000) and
Affidavit with Southern California Edison (SCE) Company and Orange County
Sanitation District (OC San) to allow service under the Net Energy Metering (NEM-ST)
tariff.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Rose Espinoza, Ryan Gallagher, Glenn Grandis, Stephanie
Klopfenstein, Christine Marick, Scott Minikus, Andrew Nguyen,
Robert Ooten, Robbie Pitts, David Shawver, Chad Wanke, Bruce
Whitaker, Tom Lindsey (Alternate) and Erik Weigand (Alternate)
NOES:None
ABSENT:Stephen Faessel, Johnathan Ryan Hernandez, Farrah Khan, Jordan
Nefulda, Schelly Sustarsic and John Withers
ABSTENTIONS:None
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
At 6:48 p.m., Chair Gallagher adjourned the meeting until the next Regular Meeting of the
Board of Directors to be held on Wednesday, October 23, 2024 at 6:00 p.m.
Submitted by:
__________________
Kelly A. Lore, MMC
Clerk of the Board
Page 12 of 12
BOARD OF DIRECTORS
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3876 Agenda Date:10/23/2024 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Jennifer Cabral, Director of Communications
SUBJECT:
ORANGE COUNTY SANITATION DISTRICT’S ANNUAL REPORT FOR FISCAL YEAR 2023-2024
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Receive and file the Orange County Sanitation District’s Annual Report for Fiscal Year 2023-2024.
BACKGROUND
The Orange County Sanitation District (OC San)Annual Report summarizes and highlights
achievements of OC San,financial data,and organization-wide activities for Fiscal Year 2023-2024.
This report is published annually.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Build brand, trust, and support with policy makers and community leaders
·Make it easy for people to understand OC San’s roles and value to the community
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 Annual Report - FY 2023-24
Orange County Sanitation District Printed on 10/17/2024Page 1 of 1
powered by Legistar™
2023/24
ANNUAL REPORT
Orange County Sanitation District
70 Years of Environmental Excellence
The Orange County Sanitation District (OC San) is responsible for collection,
treatment, and recycling of wastewater for the northern and central portion
of Orange County, California. The wastewater from OC San’s service area
travels through 388 miles of regional sewers to one of two reclamation
facilities, Plant No. 1 in Fountain Valley and Plant No. 2 in Huntington Beach.
Together, both plants process approximately 190 million gallons per day of
wastewater for 2.6 million people.
Who We Are
Our Mission
“To protect public health and the
environment by providing effective
wastewater collection, treatment,
and recycling.”
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Orange County Sanitation
District Will Be A Leader In:
Providing reliable, responsive, and
affordable services in line with
customer needs and expectations.
Protecting public health and
the environment utilizing all
practical and effective means for
wastewater, energy, and solids
resource recovery.
Continually seeking efficiencies
to ensure that the public’s money
is wisely spent.
Communicating our mission and
strategies with those we serve and
all other stakeholders.
Partnering with others to benefit
our customers, this region, and
our industry.
Creating the best possible workforce
in terms of safety, productivity,
customer service, and training.
Our Vision
Clarifier at Plant No. 1 in Fountain Valley (1963).
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Board of Directors
CITIES
AGENCIES
ACTIVE DIRECTOR
ACTIVE DIRECTOR
Anaheim Stephen Faessel
Brea Christine Marick
Buena Park Joyce Ahn
Cypress Scott Minikus
Fountain Valley Glenn Grandis
Fullerton Bruce Whitaker
Garden Grove Stephanie Klopfenstein
Huntington Beach Pat Burns
Irvine Farrah N. Khan
La Habra Rose Espinoza
La Palma Debbie Baker
Los Alamitos Jordan Nefulda
Newport Beach Brad Avery
Orange Jon Dumitru (Vice-Chairman)
Placentia Chad Wanke
Santa Ana Johnathan Ryan Hernandez
Seal Beach Schelly Sustarsic
Stanton David Shawver
Tustin Ryan Gallagher (Chairman)
Villa Park Robbie Pitts
Costa Mesa
Sanitary District Robert Ooten
Midway City
Sanitary District Andrew Nguyen
Irvine Ranch
Water District John Withers
Yorba Linda
Water District Phil Hawkins
Member of the
Board of Supervisors Doug Chaffee
Executive Management Team
ROB THOMPSON
General Manager
LORENZO TYNER
Assistant General Manager
MIKE DORMAN
Director of Engineering
LAURA MARAVILLA
Director of Human Resources
RIAZ MOINUDDIN
Director of Operations and Maintenance
WALLY RITCHIE
Director of Finance
LAN WIBORG
Director of Environmental Services
JENNIFER CABRAL
Director of Communications(From left) Wally Ritchie, Lan Wiborg, Lorenzo Tyner, Rob Thompson, Riaz Moinuddin, Laura Maravilla, Mike Dorman, Jennifer Cabral.
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A Message From The General Manager
Rob Thompson
OC San General Manager
Through our 70-year history, the Orange County Sanitation District
(OC San) has diligently worked to transform our wastewater treatment
plants into resource recovery facilities, utilizing every aspect of the
wastewater treatment process for collecting, treating, and recycling.
Our history is extensive, starting in 1921 with the formation of the
Joint Outfall Sewers (JOS) to OC San’s history-making moment
in 1954, when the County Sanitation Districts of Orange County
was created and officially took over the duties of the JOS. This
one decision put OC San on the path toward becoming what it is
today—the sixth-largest regional wastewater agency in the country
providing wastewater collection, treatment, and recycling for
2.6 million people in central and northern Orange County, California.
The next 70 years did not disappoint; they were full of hurdles,
challenges, and, most of all, exciting advancements. 2020 was a
pivotal year in our history. We seized the opportunity to rebrand
from OCSD to OC San, a name that better reflects who we are: a true
resource recovery agency committed to reusing all byproducts of
the wastewater treatment process.
Today, OC San’s wastewater collection facilities include 388 miles
of sewer pipelines, 15 pump stations, and two 100-acre reclamation
facilities located in Huntington Beach and Fountain Valley.
Every drop of treated water that can be recycled is made available to
our partner, the Orange County Water District, for the Groundwater
Replenishment System (GWRS). This world-renowned system
utilizes advanced processes to treat the water, creating a new,
reliable, high-quality source of water for one million people.
This year, the long-awaited completion of the new Headquarters
took place in the spring, bringing together OC San staff from nine
different office locations across Plant No. 1 in Fountain Valley into one
state-of-the-art building. The new facility, located across the street
from our Plant No. 1, incorporates sustainable elements such as mass
timber construction and solar energy, reflecting our commitment
to environmental stewardship. A 220-foot pedestrian sky bridge,
the first open-air pedestrian bridge in Fountain Valley, connects
the Headquarters to the Plant, further enhancing accessibility and
operational efficiency.
This long history of achievement, success, and growth is due to our
committed and dedicated workforce and our Board of Directors who
set the policy that guide us to provide the service our ratepayers
have come to know and expect.
Regards,08 09
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Surpassing the Standard
OC Beaches Ranked Amongst
Best in State
At OC San, ensuring the safety and cleanliness of our beaches
for both the public and the abundant marine life that inhabit
our coastal waters is one of our top priorities. For over 40
years, we’ve maintained an extensive tri-phase ocean
monitoring program. The program includes marine life,
sediment quality, and water quality, including more than 200
square miles surrounding OC San’s five-mile ocean outfall,
which lies 200 feet deep on the ocean floor. We also sample
along 21 miles of shoreline to protect beachgoers.
Our efforts paid off again in 2023-2024, with Orange County
beaches receiving top rankings in the Annual Heal the Bay
Report Card. With 95 percent of beaches earning A and B
grades during the summer dry season, 91 percent during the
winter dry season, and 89 percent during the wet weather
season, OC beaches outperformed state averages. Nine
of the twelve beaches listed on the prestigious honor roll,
which recognizes zero bacterial exceedances all year, are
located in Orange County. These high marks reflect OC San’s
commitment to protecting ocean water quality and the
success of our dry weather urban runoff diversion program.
Report Card
Summer Dry Weather 95% of Beaches Grade: A & B
Wet Weather 89% of Beaches Grade: A & B
Winter Dry Weather 91% of Beaches Grade: A & B
Beach Sampling in Huntington Beach.
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Preventing Pollution
OC San Manages Dry Weather Urban Runoff
OC San’s Dry Weather Urban Runoff (DWUR) program
protects the environment from contaminants such as
pesticides and bacteria. Under stringent regulations, OC San
accepts runoff that would otherwise flow into creeks, rivers,
and the ocean. Once in our system, DWUR is treated and
either reclaimed or safely released into the ocean.
In the 2023-2024 fiscal year, OC San received an estimated
daily average of 2.81 million gallons of DWUR. The permit
establishes discharge limits, constituent monitoring, and
flow metering requirements, as well as provides guidelines
that specifically prohibit storm runoff and authorizes
discharge only during periods of dry weather. OC San also
conducts quarterly sampling and analysis of the urban
runoff discharges to ensure discharge limit compliance with
the various regulated constituents.
By continuing to monitor and expand our DWUR program,
OC San demonstrates its commitment to safeguarding the
environment, public health, and water reclamation.
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Safety Spotlight
OC San Receives
Cal/VPP Star Certification
The health and safety of OC San employees are crucial to the
success of our operations. This year, OC San was a proud
recipient of the Cal/VPP Star Certification for our Reclamation
Plant No. 1 in Fountain Valley under the State of California
Occupational Safety and Health Administration (Cal/OSHA’s)
Voluntary Protection Program (VPP). This recognition, the
highest level available, reflects OC San’s commitment to
superior safety and health management.
The VPP program acknowledges workplaces with
outstanding safety systems and promotes them as industry
models. To qualify for this prestigious award, OC San
underwent rigorous audits and met stringent performance-
based Cal/OSHA standards. This achievement underscores
OC San’s dedication to safety and reinforces our goal of
promoting a healthy workplace for all.
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Empowering Future Environmental Stewards
OC San’s Dedication to
Youth Education
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This year, OC San proudly participated in the 27th Annual
Children’s Water Education Festival at the University of
California, Irvine, reaching 5,000 third, fourth, and fifth
graders from across the county. Our team offered engaging
presentations and activities on the What2Flush program
and the complexities of the wastewater system, helping
students grasp OC San’s efforts to protect public health and
the environment.
Part of our commitment to protecting public health and the
environment is nurturing new stewards in our community.
OC San’s virtual Wastewater 101 Citizens Academy fosters
environmental stewardship by offering the community an
opportunity to delve into the world of wastewater. Through
four two-hour workshops over eight weeks, the Wastewater
101 Citizens Academy aims to educate the public on OC San’s
treatment processes, Capital Improvement Program, and
environmental initiatives. Attendees have the opportunity to
tour our plants and pump stations, and academy graduates
are honored with an official certificate of completion at an
OC San Board Meeting.
With four Wastewater 101 Citizens Academies under our belt,
the academy has been a resounding success, producing
over 50 graduates who are well-equipped to share our
mission with the surrounding community. We look forward
to creating more wastewater ambassadors at our upcoming
academy scheduled for spring 2025.
EMPOWERING FUTURE ENVIRONMENTAL STEWARDS - CONTINUED
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In collaboration with the Heritage Museum of Orange County, OC San
has included messaging into their tour program that allows our agency
access to educate large groups of children about wastewater treatment
and What2Flush. This initiative, which began with virtual sessions and now
includes in-person opportunities, reaches more than 9,000 participants in
a fiscal year.
Moreover, through a partnership with Inside the Outdoors and the Orange
County Department of Education, we’ve introduced an environmental
education program targeting students in middle school and high school.
This program has reached 1,270 students across 46 sessions in schools
within our service area.
It is our goal to nurture a deep sense of environmental responsibility
and encourage sustainable practices. By highlighting the critical role
of sanitation in a healthy ecosystem, we’re shaping a generation of
environmentally aware and proactive young citizens.
OC San staff and the Clean Water Willy mascot teaching kids about What2Flush (1994).
EMPOWERING FUTURE ENVIRONMENTAL STEWARDS - CONTINUED
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Now in its fourth year, the internal OC San “University” offers
employees in-person and online courses to enhance their
skills. In the past year, a total of 12 sessions were held with
an average attendance of 60 employees per session. These
sessions cover a diverse range of topics encompassing
leadership, technology, communications, and organizational
awareness. New topics are offered each year based on
employee interest.
OC San continued to extend select course seats to
interested member agency employees for a second year.
Thus far we’ve had participants from more than 11 agencies.
OC San also offers mentoring, focused leadership training,
and on-demand courses to participants.
Creating a Culture of Education
Apprenticeship program participants (1960’s).
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Together Again
OC San Completes
State-of-the-Art Headquarters
In the spring of 2024, we celebrated the completion of
OC San’s new Headquarters with a ribbon-cutting ceremony
to welcome staff and visitors.
The construction of the building was not just a project – it
was a strategic initiative intended to shape the future of our
agency. The process for building a Headquarters facility
began about seven years ago, involving considerable
thought and planning to address the current and future
needs of OC San.
Administrative staff in front of newly completed administration offices (1964).
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The state-of-the-art 109,000-square-foot, three story
Headquarters is a pivotal step in bringing together our
workforce of more than 300 dedicated professionals who
have been dispersed across a sprawling 100-acres at OC San’s
Fountain Valley Plant. The consolidation of our office staff within
a single building marks a significant leap forward in fostering
collaboration and enhancing operational efficiency, while
opening space for future wastewater treatment efforts.
Our new Headquarters is located across the street from our
Plant and is connected by a 220-foot pedestrian sky bridge. This
bridge is the first open-air pedestrian bridge in Fountain Valley.
TOGETHER AGAIN - CONTINUED
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The Headquarters incorporates many environmental components, including using
the hot water from the reclamation plant for heating, net-zero energy, and LEED
(Leadership in Energy and Environmental Design) Gold certification. The building design
integrates the most environmentally friendly features and materials, including a hybrid
of mass timber columns and decking combined with exposed steel-braced framing.
TOGETHER AGAIN - CONTINUED
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A new building represents more than
just wood and steel; it symbolizes our
commitment to growth, progress,
and excellence. This building is a
modern, purpose-built facility that
will continue to move us forward as
leaders in our industry.
TOGETHER AGAIN - CONTINUED
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On June 8, 2024, OC San welcomed over 1,300 community
members for an exclusive open house celebrating 70 years
of environmental excellence. This event highlighted the hard
work that goes into safely collecting, treating, disposing, and
recycling over 190 million gallons of wastewater every day.
More than 700 attendees took guided tours of OC San’s
Plant No. 1, and all had the opportunity to explore our lab,
learn about our many vehicles, including vactor trucks and
cranes, and visit our rebuild shops. Each division set up
interactive booths, showcasing their unique role in OC San’s
day-to-day operations. Guests enjoyed live performances
from local school and community groups while cooling off
with ice cream. Our member agencies and sister agencies
also celebrated with us by hosting their own informational
booths to provide resources to the community. Overall, our
open house was a monumental success, allowing our friends,
family, and community to see the essential work we do every
day to protect public health and the environment.
Watch the event
highlights!
OC San Welcomes the Community
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OC San Honors Responsible Wastewater Dischargers The inaugural program had 37 honorees. Last year, as
the program grew, we honored over 40 participants. As
the program advances, we aspire to elevate the levels
of recognition further, emphasizing the importance
of acknowledging businesses that not only serve the
community but do so responsibly and in an environmentally
conscious manner.
To foster an environment of responsible dischargers and
wastehaulers, OC San has created a Pretreatment Honor
Roll Program recognizing the positive environmental
stewardship efforts by local businesses and wastehaulers.
The participants in the program must be permitted as a
Class I Industrial Wastewater Discharger or Wastehauler.
Launched in the fall of 2022, this initiative identifies
businesses and wastehaulers that collaborate closely with
us to ensure their contributions to our system are not only
compliant but also environmentally safe. To qualify for this
prestigious recognition, businesses must demonstrate their
commitment to environmental excellence by:
• Diligently maintaining compliance with wastewater
discharge permit limits and conditions.
• Empowering staff to promote a sense of regulatory
responsibility.
• Dedicating resources to provide a supportive
atmosphere that is conducive to maintaining
an exceptional level of responsible waste and
wastewater management.
Based on the years of participation, awardees are
recognized by OC San with a bronze or silver certificate of
achievement, along with a window decal they can proudly
display at their place of business year after year recognizing
their excellence in environmental compliance. Additionally,
the awardees are invited to the annual State of OC San
event. In future years, qualifying permittees will be eligible
for the gold award level.
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OC San Continuing the Tradition of Excellence
As a dedicated resource recovery agency, OC San continuously transforms
byproducts of the wastewater reclamation process into valuable assets that
can sustain and power our operations. This commitment to resource recovery
is seen in our utilization of a Central Power Generation System (CenGen) and
through our Biosolids Program.
Through the CenGen facilities at each plant, we harness biogas – an essential
byproduct of wastewater treatment – and transform it into useful electricity
and heat. This renewable energy powers a significant portion of our facilities,
enabling us to generate an impressive average of 8.1 million kilowatt hours of
energy per month, enough to power approximately 12,600 homes. The benefits
of this system are extensive: we conserve energy, reduce greenhouse gas
emissions, and achieve annual savings of about $5.7 million. OC San also utilizes
a 4.9-megawatt, 32-megawatt-hour Tesla lithium-ion energy storage system
during peak power periods, allowing Orange County customers greater access
to power supply. This eliminates the need to operate a third central generator
on natural gas during peak use periods, while also saving OC San ratepayers a
minimum of $300,000 annually.
Installation of central generation engines at Plant No. 1.
Tesla lithium battery storage system at Plant No. 1 in Fountain Valley.
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OC San is able to further practice resource recovery
through the use of biosolids. Biosolids are highly treated,
nutrient-rich organic matter recovered from the wastewater
treatment process. Each day, OC San produces over 500
tons of biosolids, which are then used as a soil amendment
on farm fields or further processed through composting to
create a consumer-grade soil amendment. These biosolids
meet stringent local, state, and federal regulations and have
been safely used for decades. Their beneficial application
has been shown to create healthy soil, improve crop yields,
and mitigate climate change through carbon sequestration.
OC San’s commitment to resource recovery through
renewable gas and biosolids not only fosters environmental
stewardship and sustainability but transforms potential
waste into valuable resources.
OC SAN CONTINUING THE TRADITION OF EXCELLENCE - CONTINUED
Construction of digester at Plant No. 2 at Huntington Beach (1953)
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OC San Looking Towards the Future
OC San’s Sustainability Efforts
As protectors of public health and the environment, OC San is always
looking for innovative ways to improve or enhance our service. One area
of particular focus is the processing of solids. Solids treatment and reuse
is one of the most difficult and costly aspects of our operation. In addition,
there are also developing concerns surrounding the presence of Per- and
polyfluoroalkyl substances (PFAS) family of chemicals (forever chemicals)
and microplastics in the biosolids we process for reuse in agriculture.
OC San is working on a new technology aimed at treating raw sludge
or finished biosolids. This technology has the ability to improve energy
conversion efficiency, reduce trucking volumes on our highways, and
destroy forever chemicals and microplastics.
In partnership with 374 Water°, OC San is building a six-ton-per-day
demonstration project called AirSCWO Nix6. This process uses water
at a high temperature and pressure to oxidize and break down organic
material and complex compound materials like PFAS and microplastics.
The pilot project is estimated to cost approximately $8 million and
is expected to be operational by fall 2025. If AirSCWO Nix6 proves
successful, it may provide additional opportunities to solve challenges
faced by other industries across California as well.
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OC San Delivering World Class Projects
Fiscal Year
2023/2024
CIP Overview
OC San’s Capital Improvement Program (CIP) is designed
to ensure the long-term reliability and resilience of our
infrastructure. Current CIP projects rehabilitate or replace
aging facilities to maintain reliability, incorporate climate
resiliency, mitigate seismic risk, and incorporate improved
technologies to reduce operating costs or meet new
regulatory requirements.
Projects vary in size and scope, and during the 2023-2024
fiscal year, projects worked on ranged from $64,000 to
$555 million, with construction durations spanning months
to upwards of seven years.
The Primary Clarifiers Replacement Project at Plant No. 2 in Huntington Beach is replacing four clarifiers and adding odor control measures.
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A Tradition of Excellence
Preparing for the Future
Serving our community and planning for the future is at the
core of who we are. There are many projects OC San is proud
of, but the one that stands out for its size, complexity, and
benefit to the community is the Headworks Rehabilitation
Project, a monumental construction undertaking valued at
$226 million, OC San’s largest construction project to date.
This ambitious project is revitalizing our headworks, the heart
of our plant, responsible for handling the initial treatment
of wastewater originating from six regional trunk sewers
spanning our expansive 479-square-mile service area. The
major challenge of this project is to complete a full upgrade
and rehabilitation while not disturbing the current function
and capacity of the headworks.
The headworks is not only the first step in the wastewater
treatment process; it’s pivotal for lifting wastewater from the
depths of the sewers and preparing it for thorough treatment.
This important step involves the removal of large debris and
coarse solids from the water.
Without the headworks, the larger debris in our collected
wastewater could compromise our pumps and obstruct
the functionality of our treatment systems. The Headworks
Rehabilitation Project will also help mitigate potential odorous
concerns and bolster the overall reliability of our plant with a
new odor control system.
These improvements will empower OC San to continue
delivering efficient and dependable wastewater treatment
services to our community. Anticipated to span seven years,
this transformative project is slated for completion in 2028,
setting the stage for a long-lasting, resilient, and efficient future.
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The Groundwater Replenishment System (GWRS) is a shining star
amongst agencies. It proves that if two agencies come together, great
things can happen. A world-renowned water recycling project, the
GWRS is a joint project between OC San and the Orange County Water
District (OCWD) that takes treated wastewater from OC San that would
otherwise be sent to the Pacific Ocean and purifies it using a three-step
advanced process consisting of microfiltration, reverse osmosis, and
ultraviolet light with hydrogen peroxide.
The collaboration began in 2008 and continued into 2023 to finish
the third and final step of the project – the GWRS Final Expansion –
which was completed in early 2023. This expansion allows for up to
approximately 170 million gallons daily (MGD) of treated wastewater
flow from OC San to produce 130 MGD of purified recycled water. The
other 40 MGD of saltwater is returned to OC San for treatment and safe
release into the Pacific Ocean. The completed project produces the
equivalent of one year’s water supply for over one million people.
Recycling our Precious Resource
One Drop at a Time
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Financial Stability
A Tradition of Excellence
OC San strives to ensure we are financially stable while keeping our
rates affordable. For the 14th consecutive year, OC San has received
AAA rating for our Wastewater Refunding Revenue Obligations, Series
2024A, and had our AAA rating reaffirmed for other Senior Obligations
by all three credit rating firms: Fitch Ratings, Standard & Poor’s, and
Moody’s Investors Service Incorporated.
These ratings are based on our management practices and financial
strength. The AAA rating is the highest possible credit rating an agency
can receive, meaning we have access to low-interest rate financing on
infrastructure improvements, ultimately resulting in cost savings for OC
San’s customers. OC San is the only California utility with a AAA rating
from all three major rating agencies.
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OC San’s Cost-Saving Measures
In June 2024, OC San was able to successfully
retire $134.2 million of Build America Bonds that
were issued at taxable interest rates. Prepaying
portions of the Series 2010C Revenue Obligations
helps reduce OC San’s exposure to the subsidy
reduction risk and results in an interest cost
savings of more than $30 million. The transaction
also reduces the final debt payment for OC San’s
total debt portfolio by four years, from 2044 to
2040. These cost-saving efforts ensure continued
financial stability and benefit our ratepayers for
years to come.
Intradistrict Transfers
$3.5 Million | 0.7%
Interest
$2.6 Million | 2.6%
Other
$27.9 Million | 5.2%
Property Taxes
$115.9 Million | 21.7%
■
■
■
■
Fees & Charges
$372.3 Million | 69.8%
■
Where The Money Comes From - FY 23/24
Total Funding Sources: $533.7 Million
Other Requirements
$7.6 Million | 1.3%
Debt Services
$68.6 Million | 12.2%
Operating Expenses
$215.4 Million | 38.2%
Capital Improvment Program
$272.0 Million | 48.3%
■
■
■
■
Where The Money Goes - FY 23/24
Total Funding Sources: $563.6 Million
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For the 30th consecutive year, OC San has been awarded the
Certificate of Achievement for Excellence in Financial Reporting from
the Government Finance Officers Association. This prestigious award
is the highest form of recognition in governmental accounting and
financial reporting.
One of the most important responsibilities we have is to provide an
accurate and transparent accounting and understanding of public
funds. OC San’s Board of Directors has made it a top priority to maintain
the highest standards and best practices in accounting.
This award is a testament to the hard work and dedication of our
Financial Management Division in preparing the Annual Comprehensive
Financial Report. It reflects a significant achievement in governmental
financial accountability and transparency.
Thirty Years of Excellence in Financial Reporting
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HR Stats
* Includes two additional positions approved by the Board in September 2023.**Employees have the option to work remotely two days a week.
286 20.4
57%250
14 67 73.9%
Retirements - Years of Service
Total
73.9%26.1%
Diversity
Male Female
Average
Bachelor’s
Education
655 9 45
Authorized Full
Time Employees*
Average Years
of Service Average Age
Retirements New Hires Employees Telecommuting**
21%
Master’s or Higher
Education
Positions Requiring
License/Certification
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Public Affairs Office and Legislative Statistics
Social
Media
189
Posts
36,996
Reached
5.2%
Follower Increase
342
Posts
72,807
Reached
15.6%
Follower Increase
141
Posts
10,489
Reached
0.3%
Follower Decrease
64
Posts
61,239
Reached
37.1%
Follower Increase
Facebook
Instagram
X (Twitter)
LinkedIn
Community Events/Speakers Bureau
Totaling 143 activities reaching an estimated 6,600 people.
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19814
94speaking engagements reaching
2,400 members of the public
self-guided virtual toursevents reaching 2,900 guests
tours reaching over 1,300 guests
Legislative
Affairs
Construction
Outreach
419
1212,000
830
Bills
Tracked
Printed
Notices
State
Positions
People
Reached
Federal
Positions
Web
Updates
Education
Heritage Museum of Orange County
Wastewater 101 Citizens Academy
Inside the Outdoors
147
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Schools with total
of 9,578 students
Graduates
(Spring 2024)
Sessions with
1,270 students
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US Water Alliance
US Water Prize for Final Expansion
of Groundwater Replenishment
System (GWRS)
WateReuse
Award for Excellence - Recycling
Water Agency of the Year - Large
for Final Expansion of GWRS
Award For Excellence - Community
Water Champion for Final
Expansion of GWRS
Municipal Information
Systems Association of
California
Excellence in Information
Technology Practices Award
National Association of Clean
Water Agencies - National
Environmental Association
Agencies
Community Leadership Award for
Final Expansion for GWRS
Beacon Program - Institute of
Local Government
Honorable Mention for Final
Expansion of GWRS
2023
Government Finance Officers
Association
Certificate of Achievement for
Excellence in Financial Report
National Association of Clean
Water Agencies (NACWA)
Platinum Peak Performance Award
California Association of Public
Information Officers
Best in Show - GWRS Dedication
Ceremony
Special Occasion/ One Time
Event Award - GWRS Dedication
Ceremony
2024
Graphic Design USA - American
Inhouse Design Award
Capital Improvement Program Annual
Report - 100% Reclaimable Flow
OC San Connection Community
Newsletter - Spring Issue
Keep It Flowing Brochure
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Highlights from the Year • Completed an emergency response
earthquake drill.
• Provided refresher training for Emergency
Operations Center in the incident
command system.
• Completed over 23,000 work orders for
maintenance and plant facilities tasks.
• Coordinated over 300 construction
shutdowns without incident at Plant No. 1
and Plant No. 2.
• Completed closed-circuit television
inspection of 38.5 miles of gravity
collections system pipeline and 373
manholes.
• Cleaned 48 miles of the gravity collection
system pipes.
• Met our levels of service commitment for
odor complaints in the collection system
(Goal: <13).
• Removed 126 cubic yards of grit from the
collection system.
• Completed approximately 100,000
laboratory tests.
• Identified critical plant and collections
assets that are currently in service or
under construction as part of the Asset
Management Plan and developed an
approach to update the design scope of
work template for current and future parts
and replacement projects.
• Completed construction of the state-of-
the-art 109,000-square foot Headquarters.
• Successfully transitioned more than 300
employees from nine various locations to
one central location without disruption in
our service.
• Developed outreach toolkits for member
agencies to educate, inform, and reduce
negative impacts affecting the local and
regional sewer system.
• Completed the Plant No. 2 seismic
vulnerabilities planning study scope of
work and sent out a request for proposal.
OC San employees at Plant No. 1 in Fountain Valley.
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• Complete an analysis of the current
Capital Facilities Capacity Charge program
and provide program improvement
recommendations.
• Secure resources and support for the
2026 National Pollutant Discharge
Elimination System permit renewal.
• Develop a design for a hands-on
educational display for the Headquarters
outdoor patio educational display.
• Update the Pretreatment/Source Control
Enforcement Response Plan in alignment
with the State of California’s 2024 water
quality enforcement guidance documents.
• Conduct regional sanitary sewer spill
training for the collections system.
• Expand OC San’s Pretreatment Honor Roll
program to include wastehaulers.
• Finalize a Memorandum of Understanding
with Orange County Waste and Recycling
on the construction of a regional food
waste processing facility.
• Evaluate the initial feasibility of deep
well injection of biosolids, issue and
evaluate a Request for Information for
potential deep well injection design-build-
operate vendors, and review permitting
requirements.
• Complete the commissioning and begin
demonstration of the Supercritical Water
Oxidization pilot project and implement an
outreach campaign.
• Conduct an employee engagement
survey and utilize results to identify areas
for improvement. Develop action plans
as appropriate to enhance employee
engagement and satisfaction.
• Utilize results from an employee
engagement survey to identify areas for
improvement and develop action plans
to enhance employee engagement and
satisfaction levels.
• Launch new OC San website with improved
navigation, mobile responsiveness,
enhanced educational materials, and easier
access to public information.
Look Ahead
OC San employees at Plant No. 2 in Huntington Beach.
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714.962.2411
forinformation@ocsan.gov
www.ocsan.gov
OC San Headquarters
18480 Bandilier Circle
Fountain Valley, California 92708
Reclamation Plant No. 1
10844 Ellis Avenue
Fountain Valley, California 92708
Reclamation Plant No. 2
22212 Brookhurst Street
Huntington Beach, California 92646
@OCSanDistrict
BOARD OF DIRECTORS
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3482 Agenda Date:10/23/2024 Agenda Item No:4.
FROM:Robert Thompson, General Manager
Originator: Kelly A. Lore, Clerk of the Board
SUBJECT:
COMMITTEE MEETING MINUTES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Receive and file the following:
A.Minutes of the GWRS Steering Committee Meeting held July 8, 2024
B. Minutes of the Steering Committee Meeting held August 28, 2024
C. Minutes of the Operations Committee Meeting held September 4, 2024
D. Minutes of the Administration Committee Meeting held September 11, 2024
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 24-09
ADDITIONAL INFORMATION
The minutes of the Committee meetings are approved at their respective Committees and brought
forth to the Board of Directors for receive and file only.
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 Monthly Committee Meetings
Orange County Sanitation District Printed on 10/17/2024Page 1 of 1
powered by Legistar™
MINUTES OF THE MEETING
GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE
Monday, July 8, 2024
OCWD Director Bruce Whitaker called the Groundwater Replenishment System Steering
Committee meeting to order in the OCWD Boardroom. Public access was also provided via
Zoom webinar. Following the Pledge of Allegiance to the flag, the Secretary called the roll and
reported a quorum.
OCWD Staff OC San Staff
John Kennedy, Mehul Patel, Gina Ayala,
Christina Fuller
Rob Thompson, Jennifer Cabral
CONSENT CALENDAR
The Consent Calendar was approved upon motion by Director Wanke, seconded by Director
Green and carried [6-0] as follows.
Yes – Whitaker, Wanke, Green, Gallagher, Tran, Dumitru
1. Minutes of Previous Meeting
The minutes of the GWRS Steering Committee meeting held April 8, 2024, are approved as
presented.
INFORMATIONAL ITEMS
2. GWRS Operations Update
Executive Director Mehul Patel reported that the daily production for the quarter, April through
June 2024, was 79 mgd. He advised that production was limited during this reporting period
due to two major issues at OC San that reduced available flows to GWRS. He stated that the
first issue was due to a planned valve repair project on the OC San Knott/Bushard flow
diversion structure that required a portion of Plant No.1 flows to be reduced to 130 mgd. He
noted that this work lasted for the last two weeks of April, limiting GWRS production to 95 mgd.
Mr. Patel reported that the second and more impactful OC San issue was a major leak and
subsequent pump failures to the Plant No. 1 Sunflower trunkline and pump station. He stated
that this resulted in a reduction of Plant No. 1 flows and an increase to Plant No. 2 flows.
He reported that OC San staff indicates that a full resolution of the Sunflower pump station
issue could be months out thus limiting GWRS production to 85 mgd for an extended period of
time. He advised that this lack of flow from OC San due to the Sunflower trunkline and pump
station issues not only reduced fiscal year 2023-2024 GWRS production but will impact next
Committee Members
Bruce Whitaker
Chad Wanke
Cathy Green
Ryan Gallagher
Van Tran
Jon Dimitru
Alternates
Roger Yoh (absent)
Bob Ooten (absent)
Dina Nguyen (absent)
Andrew Nguyen
Steve Sheldon (absent)
Pat Burns
OCWD Directors Bilodeau and Weigand attended.
Docusign Envelope ID: 0D988C04-2514-4392-BD63-42FAB1E939CC
2
fiscal year’s production which starts on July 1, 2024. Mr. Patel noted it is hoped that normal
production can resume by the end of summer as the Plant 1 issues are resolved.
3. GWRS Second Quarter Outreach Report (April - June)
Director of Public Affairs Gina Ayala provided an overview of outreach for the second quarter
of 2024.
Second Quarter Highlights:
43 GWRS tours conducted accounting for 695 guests
7 Speakers bureau engagements
OC San held an Open House on June 8 with 1,300 attendees
2 awards were received: EPIC Award and Best in Show Award
ADJOURNMENT
There being no further business to come before the Committee, the meeting was adjourned at
5:26 p.m.
OCWD Director Bruce Whitaker, Chair
Docusign Envelope ID: 0D988C04-2514-4392-BD63-42FAB1E939CC
Orange County Sanitation District
Minutes for the
STEERING COMMITTEE
Wednesday, August 28, 2024
5:00 PM
Conference Room A
Administration Building
10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Steering Committee of the Orange County Sanitation District was
called to order by Board Chairman Ryan Gallagher on Wednesday, August 28, 2024 at 5:00
p.m. in the Administration Building of the Orange County Sanitation District.
ROLL CALL AND DECLARATION OF QUORUM:
The Clerk of the Board declared a quorum present as follows:
PRESENT:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
ABSENT:Glenn Grandis
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of
Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of
Environmental Services; Kelly Lore, Clerk of the Board; Cheri Calisang; Jackie Castro; Don
Cutler; Thys DeVries; Martin Dix; Rob Michaels; Aldwin Ramirez; Perla Rodriguez; Vianey
Sorto-Gaona; Kevin Work; and Ruth Zintzun were present in Conference Room A.
OTHERS PRESENT: Scott Smith, General Counsel; Guillermo Frias, Associate Counsel;
Shawn Cobb, Special Counsel, Allen Matkins; and Mike D'Angelo, Special Counsel, Woodruff
& Smart; were present in Conference Room A.
PUBLIC COMMENTS:
None.
REPORTS:
Chair Gallagher announced that all future Board and Committee meetings will be held at the
Headquarters Building, starting with the Operations Committee meeting on September 4th.
He also noted that the Board of Directors annual photo will be taken between the Steering
Committee and Board meetings on September 25th. Additionally, Chair Gallagher provided
instructions on how to exit the Plant after the meeting due to the front gate being inoperable.
General Manager Rob Thompson did not provide a report.
Page 1 of 6
STEERING COMMITTEE Minutes August 28, 2024
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2024-3742
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Steering Committee held July 24, 2024.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
2.LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF JULY 2024 2024-3762
Originator: Jennifer Cabral
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file the Legislative Affairs Update for the month of July 2024.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
3.PUBLIC AFFAIRS UPDATE FOR THE MONTH OF JULY 2024 2024-3767
Originator: Jennifer Cabral
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file the Public Affairs Update for the month of July 2024.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
Page 2 of 6
STEERING COMMITTEE Minutes August 28, 2024
NON-CONSENT:
4.BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 2024-3748
Originator: Mike Dorman
Director of Engineering Mike Dorman provided an overview of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a Project Specific Maintenance Agreement with the California Department of
Transportation (Caltrans) for the construction and maintenance of force mains,
drainage pipes, retaining wall, sidewalk, curb and gutter hardscape, and landscaping
within the Caltrans right-of-way for the Bay Bridge Pump Station Replacement, Project
No. 5-67.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
5.BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 2024-3749
Originator: Mike Dorman
Mr. Dorman provided an overview of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Utility Permit Agreement with the County of Orange for installing force
mains under the Lower Newport Bay Channel for the Bay Bridge Pump Station
Replacement, Project No. 5-67; and
B. Approve a one-time payment of $5,000 to the County of Orange for fees
associated with the Utility Permit Agreement.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
Page 3 of 6
STEERING COMMITTEE Minutes August 28, 2024
6.UPDATE TO RULES OF PROCEDURE FOR THE CONDUCT OF
BUSINESS OF THE ORANGE COUNTY SANITATION DISTRICT
2024-3764
Originator: Jennifer Cabral
Chair Gallagher provided an update on the Rules of Procedure for the Conduct of
Business.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve moving the consideration of legislative and public affairs matters from
the Steering Committee to the Administration Committee; and
B. Adopt Resolution No. OC SAN 24-09 entitled: “A Resolution of the Board of
Directors of the Orange County Sanitation District establishing Rules of
Procedure for the Conduct of Business of the Orange County Sanitation District,
and repealing Resolution No. OC SAN 22-37”.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick and John
Withers
NOES:None
ABSENT:Glenn Grandis and Chad Wanke
ABSTENTIONS:None
Director Chad Wanke arrived at the meeting at 5:05 p.m.
General Manager Thompson left the meeting during the discussion and vote on this item .
7.GENERAL MANAGER’S COMPENSATION AND BENEFITS 2024-3765
Originator: Laura Maravilla
Director of Human Resources Laura Maravilla provided a brief report of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Adopt Resolution No. OC SAN 24-10 entitled: “A Resolution of the Board of Directors
of the Orange County Sanitation District approving a salary increase and salary range
adjustment for the General Manager for Fiscal Year 2024/2025.” The increase consists
of a salary range adjustment and corresponding salary increase of 7.3%, effective in
the first pay period of July 2024.
AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Christine Marick, Chad
Wanke and John Withers
Page 4 of 6
STEERING COMMITTEE Minutes August 28, 2024
NOES:None
ABSENT:Glenn Grandis
ABSTENTIONS:None
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
None.
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS
54956.9(d)(1) & 54957.6.
The Committee convened in closed session at 5:07 p.m. Confidential minutes of the Closed
Sessions have been prepared in accordance with the above Government Code Sections and
are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board
and Committee Closed Session meetings.
CS-1 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION -
GOVERNMENT CODE SECTION 54956.9(d)(1)
2024-3772
CONVENED IN CLOSED SESSION:
Number of Cases: 1
BKK Working Group, et al. v. Albertsons Companies, Inc., et al., United States District
Court Central District of California, Court Case No. 2:18-CV-05836-MWF(PLAx).
CS-2 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION -
GOVERNMENT CODE SECTION 54956.9(d)(1)
2024-3750
CONVENED IN CLOSED SESSION:
Number of Cases: 1
Orange County Sanitation District, a public entity v. Bayside Village Marina, LLC, a
limited liability company; Laguna Beach County Water District, a public entity; and
Does 1-100, inclusive; and all Persons Unknown Claiming an Interest in the Property,
Superior Court of California, County of Orange, Case No. 30-2022-01251890.
CS-3 CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT
CODE SECTION 54957.6
2024-3763
CONVENED IN CLOSED SESSION:
Page 5 of 6
STEERING COMMITTEE Minutes August 28, 2024
Designated Representatives: General Manager Robert Thompson, Assistant General
Manager Lorenzo Tyner, and Director of Human Resources Laura Maravilla.
Employee Organizations: (3)
International Union of Operating Engineers, Local 501; Orange County Employees
Association; and the Supervisory and Professional Management Group.
Unrepresented Employees: (3)
Confidential Group; Managers Group; and Executive Managers Group
RECONVENE IN REGULAR SESSION.
The Committee reconvened in regular session at 5:56 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Scott Smith stated there was no reportable action.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Chair Gallagher declared the meeting adjourned at 5:58 p.m. to the next Regular Steering
Committee meeting to be held on Wednesday, September 25, 2024 at 5:00 p.m.
Submitted by:
__________________
Kelly A. Lore, MMC
Clerk of the Board
Page 6 of 6
Orange County Sanitation District
Minutes for the
OPERATIONS COMMITTEE
Wednesday, September 4, 2024
5:00 PM
Board Room
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Operations Committee of the Orange County Sanitation District was
called to order by Committee Chairman Pat Burns on Wednesday, September 4, 2024 at 5:00
p.m. in the Headquarters Building of the Orange County Sanitation District. Clerk of the
Board Kelly Lore led the pledge of allegiance.
ROLL CALL AND DECLARATION OF QUORUM:
The Clerk of the Board declared a quorum present as follows:
PRESENT:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of
Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of
Environmental Services; Kelly Lore, Clerk of the Board; Mo Abiodun; Lorraine Baltierra;
Daniel Berokoff; Jon Bradley; Jackie Castro; Sam Choi; Tanya Chong; Raul Cuellar; Don
Cutler; Thys DeVries; Martin Dix; Brian Engeln; Justin Fenton; Al Garcia; David Haug; Mark
Kawamoto; Marianne Kleine; Tina Knapp; Tom Meregillano; Rob Michaels; Hyeyoung Oh; Giti
Radvar; Valerie Ratto; Kevin Schuler; Don Stokes; Thomas Vu; Brian Waite; Kevin Work; and
Ruth Zintzun were present in the Board Room. Beverly Encina was present telephonically.
OTHERS PRESENT: Matthew Richardson, General Counsel; Alex King, EIDIM; and Andres
Lopez, EIDIM were present in the Board Room. Daniel Gary was present telephonically.
PUBLIC COMMENTS:
The Clerk of the Board read a written public comment received from Daniel Gary regarding
Item No. 7.
REPORTS:
Chair Burns announced that a Special Board meeting of the Board of Directors will take place
on Friday, October 25, 2024 at 11:00 a.m. for the State of OC San at Mile Square Park Golf
Course.
Page 1 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
General Manager Rob Thompson welcomed everyone to the first meeting in the new
Headquarters Building.
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2024-3745
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Operations Committee held July 10,
2024.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
2.PLANT WATER PIPING REPLACEMENT AT SECONDARY
CLARIFIERS 1-26 AT PLANT NO. 1, PROJECT NO. FE20-05
2023-2774
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Receive and file Bid Tabulation and Recommendation for Plant Water Piping
Replacement at Secondary Clarifiers 1-26 at Plant No. 1, Project No. FE20-05;
B. Award a Construction Contract Agreement to T.E. Roberts, Inc. for Plant Water
Piping Replacement at Secondary Clarifiers 1-26 at Plant No. 1, Project No.
FE20-05, for a total amount not to exceed $1,375,313; and
C. Approve a contingency of $137,531 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
Page 2 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
3.ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT 2024-3419
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file the Engineering Program Contract Performance Report for the period
ending June 30, 2024.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
4.CONTROL ROOM RECONFIGURATION AT PLANT NO. 1,
CONTRACT NO. J-120A.1
2024-3694
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve Task Order No. 2 under the Master Services Agreement with ABB, Inc.
to provide services and furnish Operator Workstations for Control Room
Reconfiguration at Plant No. 1, Contract No. J-120A.1, as part of Process
Control Systems Upgrades, Project No. J-120, for a total amount not to exceed
$356,623; and
B. Approve a contingency of $35,662 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
5.INSPECTION & CERTIFICATION OF OVERHEAD HOISTS & CRANES 2024-3755
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
Page 3 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
A. Approve a General Services Contract to Trademark Hoist, Inc. for the Inspection
and Certification of Overhead Hoists and Cranes, per Specification No.
S-2024-615BD, for a total amount not to exceed $169,189 with four optional
one-year renewal options; and
B. Approve an annual contingency of $16,919 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
6.AGREEMENT FOR THE PURCHASE OF LIQUID CATIONIC
POLYMER, SPECIFICATION NO. SSJ#2808
2024-3756
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Chemical Supplier Agreement for the Purchase of Liquid Cationic
Polymer, Specification No. SSJ#2808 with Polydyne, Inc. for a period of one (1)
year beginning February 1, 2025, through January 31, 2026; with up to four (4)
one-year optional renewal periods; for a total unit price of $3.873 per active
pound delivered plus applicable sales tax; and
B. Approve an annual unit price contingency increase of 3%.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
7.QUARTERLY ODOR COMPLAINT REPORT 2024-3766
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file the Fiscal Year 2023-24 Fourth Quarter Odor Complaint Report.
Page 4 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
8.MOBILE TELESCOPIC BOOM CRANE 2024-3768
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a purchase order to Nixon-Egli Equipment Company for the purchase of
one Mobile Telescopic Boom Crane using the Sourcewell Cooperative Contract
No. 020923-TER for an amount not to exceed $946,576; and
B. Approve a contingency of $47,329 (5%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
9.FLEET VEHICLE REPLACEMENT PURCHASES 2024-3771
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve the purchase of new and replacement vehicles for Orange County
Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2024-25
Budget in the amount of $859,827; and
B. Delegate to the General Manager and Purchasing Manager the authority to
purchase new and replacement vehicles through cooperative contracts during
the fiscal year in the not to exceed amount listed above, during the fiscal year.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
Page 5 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
10.SOUTHERN CALIFORNIA EDISON - REPLACEMENT OF THE
POWER PURCHASE AGREEMENT AT PLANT NO. 2
2024-3777
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve the Net Energy Metering Interconnection Agreement (NST-497000) and
Affidavit with Southern California Edison (SCE) Company and Orange County
Sanitation District (OC San) to allow service under the Net Energy Metering (NEM-ST)
tariff.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
11.THICKENING AND DEWATERING CENTRIFUGE GEAR UNIT
REPLACEMENTS AND SERVICE
2024-3778
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a General Services Contract to GEA Mechanical Equipment US, Inc. for
the thickening and dewatering centrifuge gear unit replacements and service, for
a total amount not to exceed $2,912,178 including freight and taxes; and
B. Approve a contingency of $582,436 (20%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
Page 6 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
NON-CONSENT:
12.PRIMARY CLARIFIERS F AND G ROTATING MECHANISM
REHABILITATION AT PLANT NO. 2, PROJECT NO. FE23-09,
SPECIFICATION NO. S-2024-612BD
2024-3691
Originator: Mike Dorman
Director of Engineering Mike Dorman introduced the item and introduced Engineering
Supervisor Brian Waite who provided a PowerPoint presentation regarding the Primary
Clarifiers F & G Rotating Mechanism Rehabilitation at Plant No. 2, Project No.
FE23-09, Specification No. S-2024-612BD. The presentation included an overview of
the project site, the current condition, project scope, bid results, and recommendation.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Services Contract to Vicon Enterprise, Inc. for Primary Clarifiers F
and G Rotating Mechanism Rehabilitation at Plant No. 2, Project No. FE23-09,
Specification No. S-2024-612BD, for a total amount not to exceed $3,150,000;
and
B. Approve a contingency of $472,500 (15%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Phil Hawkins, Stephanie
Klopfenstein, Robert Ooten and Schelly Sustarsic
NOES:None
ABSENT:Johnathan Ryan Hernandez, Scott Minikus and Bruce Whitaker
ABSTENTIONS:None
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
None.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
Page 7 of 8
OPERATIONS COMMITTEE Minutes September 4, 2024
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Chair Burns declared the meeting adjourned at 5:11 p.m. to the next Regular Operations
Committee meeting to be held on Wednesday, October 2, 2024 at 5:00 p.m.
Submitted by:
__________________
Kelly A. Lore, MMC
Clerk of the Board
Page 8 of 8
Orange County Sanitation District
Minutes for the
ADMINISTRATION COMMITTEE
Wednesday, September 11, 2024
5:00 PM
Board Room
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Administration Committee of the Orange County Sanitation District
was called to order by Committee Chairwoman Christine Marick on Wednesday, September
11, 2024 at 5:00 p.m. in the Headquarters Building of the Orange County Sanitation District.
Board Chair Ryan Gallagher led the pledge of allegiance.
ROLL CALL AND DECLARATION OF QUORUM:
Assistant Clerk of the Board Tina Knapp declared a quorum present as follows:
PRESENT:Brad Avery, Jon Dumitru, Ryan Gallagher, Glenn Grandis, Farrah
Khan, Christine Marick, Jordan Nefulda, Robbie Pitts, David Shawver,
Chad Wanke, John Withers, Jose Medrano (Alternate) and Tyler Diep
(Alternate)
ABSENT:None
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of
Operations and Maintenance; Lan Wiborg, Director of Environmental Services; Tina Knapp,
Assistant Clerk of the Board; Shawn Carman; Jackie Castro; Daisy Covarrubias; Sam Choi;
Thys DeVries; Rhea de Guzman; Al Garcia; Mark Kawamoto; Joe Manzella; Tom Meregillano;
Rob Michaels; Perla Rodriguez; Thomas Vu; Kevin Work; and Ruth Zintzun were present in
the Board Room.
OTHERS PRESENT: Ryan Baron, General Counsel, and Alex King and Andrew Lopez,
EIDIM, were present in the Board Room.
PUBLIC COMMENTS:
None.
Ms. Knapp indicated that presentations for Item Nos. 5 and 6 were prepared after distribution
of the agenda and were provided to the Committee and made available to the public earlier
today.
Director Chad Wanke arrived at the meeting at 5:02 p.m.
Page 1 of 5
ADMINISTRATION
COMMITTEE
Minutes September 11, 2024
REPORTS:
Chair Marick Chair announced that a Special meeting of the Board of Directors will take place
on Friday, October 25, 2024 at 11:00 a.m. for the State of OC San at Mile Square Park Golf
Course.
General Manager Rob Thompson did not provide a report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES 2024-3746
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Administration Committee held July 17,
2024.
AYES:Brad Avery, Jon Dumitru, Ryan Gallagher, Glenn Grandis, Farrah
Khan, Christine Marick, Jordan Nefulda, Robbie Pitts, Chad Wanke,
John Withers, Jose Medrano (Alternate) and Tyler Diep (Alternate)
NOES:None
ABSENT:David Shawver
ABSTENTIONS:None
2. UPGRADE AND MIGRATION OF TIMECARD SOFTWARE
(WORKFORCE)
2024-3788
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Workforce Software SaaS and Professional Services Agreement to
WorkForce Software, LLC for the Migration and Upgrade of the WorkForce
software, for a five year term commencing October 1, 2024 and ending
September 30, 2029, for a total amount not to exceed $628,015; and
B. Approve a contingency in the amount of $62,802 (10%).
AYES:Brad Avery, Jon Dumitru, Ryan Gallagher, Glenn Grandis, Farrah
Khan, Christine Marick, Jordan Nefulda, Robbie Pitts, Chad Wanke,
John Withers, Jose Medrano (Alternate) and Tyler Diep (Alternate)
NOES:None
ABSENT:David Shawver
ABSTENTIONS:None
Page 2 of 5
ADMINISTRATION
COMMITTEE
Minutes September 11, 2024
3. REIMBURSEMENTS TO BOARD MEMBERS AND STAFF 2024-3806
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file report of reimbursements to Board Members and Staff per
Government Code Section 53065.5 for the period July 1, 2023 through June 30, 2024.
AYES:Brad Avery, Jon Dumitru, Ryan Gallagher, Glenn Grandis, Farrah
Khan, Christine Marick, Jordan Nefulda, Robbie Pitts, Chad Wanke,
John Withers, Jose Medrano (Alternate) and Tyler Diep (Alternate)
NOES:None
ABSENT:David Shawver
ABSTENTIONS:None
NON-CONSENT:
4. INVESTMENT OF MONIES IN THE LOCAL AGENCY INVESTMENT
FUND
2024-3693
Originator: Wally Ritchie
Assistant General Manager Lorenzo Tyner provided an overview of the investment of
monies in the Local Agency Investment Fund.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Adopt Resolution No. OC SAN 24-XX entitled: “A Resolution of the Board of Directors
of the Orange County Sanitation District Authorizing Investment of Monies in the State
of California’s Treasurer’s Office Local Agency Investment Fund; and Repealing
Resolution No. 95-15”.
AYES:Brad Avery, Jon Dumitru, Ryan Gallagher, Glenn Grandis, Farrah
Khan, Christine Marick, Jordan Nefulda, Robbie Pitts, Chad Wanke,
John Withers, Jose Medrano (Alternate) and Tyler Diep (Alternate)
NOES:None
ABSENT:David Shawver
ABSTENTIONS:None
Director David Shawver arrived at the meeting at 5:07 p.m.
5. INTERNAL AUDIT UPDATE 2024-3794
Originator: Lorenzo Tyner
Page 3 of 5
ADMINISTRATION
COMMITTEE
Minutes September 11, 2024
Mr. Tyner provided a PowerPoint presentation regarding the internal audit which
included an overview of the accounts payable vendor and construction change orders
review and next steps.
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file the Accounts Payable Vendor Review Internal Audit Report and the
Construction Change Orders Review Internal Audit Report prepared by the audit firm of
Eide Bailly LLP.
AYES:Brad Avery, Jon Dumitru, Ryan Gallagher, Glenn Grandis, Farrah
Khan, Christine Marick, Jordan Nefulda, Robbie Pitts, David Shawver,
Chad Wanke, John Withers, Jose Medrano (Alternate) and Tyler Diep
(Alternate)
NOES:None
ABSENT:None
ABSTENTIONS:None
INFORMATION ITEMS:
6. FINANCIAL MANAGEMENT OVERVIEW 2024-3793
Originator: Wally Ritchie
Mr. Tyner introduced the item and Finance Manager Ruth Zintzun, who provided a
PowerPoint presentation regarding financial management, including overview of
financial reporting, accounts payable, payroll, revenue, budget, planning, debt,
treasury, real estate, and upcoming efforts.
ITEM RECEIVED AS AN:
Information Item.
DEPARTMENT HEAD REPORTS:
None.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
Page 4 of 5
ADMINISTRATION
COMMITTEE
Minutes September 11, 2024
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
Director John Withers commented that, given the upcoming election season and related
Board turnover, staff look at taking action to mitigate the impacts of this turnover and ensure
that new Board Members are provided training on and about OC San in a timely and efficient
manner.
ADJOURNMENT:
Chair Marick declared the meeting adjourned at 5:28 p.m. to the next Regular Administration
Committee meeting to be held on Wednesday, October 9, 2024 at 5:00 p.m.
Submitted by:
_____________________
Tina Knapp, MMC
Assistant Clerk of the Board
Page 5 of 5
BOARD OF DIRECTORS
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3723 Agenda Date:10/23/2024 Agenda Item No:5.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF SEPTEMBER 2024
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Receive and file the following:
Report of the Investment Transactions for the month of September 2024.
BACKGROUND
The CA Government Code requires that a monthly report of investment transactions be provided to
the legislative body.Attached is the monthly report of investment transactions for the month ended
September 30, 2024.
RELEVANT STANDARDS
·CA Government Code Section 53607
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Report of the Investment Transactions - September 2024
Orange County Sanitation District Printed on 10/17/2024Page 1 of 1
powered by Legistar™
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
1 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LIQUID OPERATING PORTFOLIO6745046600
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
Account Beginning Cash Total Cash: 0.00Income Cash: 19,988,303.90Principal Cash: -19,988,303.90
09/03/2024 210 CASH DISBURSEMENT PAID TO ORANGE
COUNTY SANITATION DISTRICT OUTGOING
DOMESTIC WIRE LIQUID OPERATING
PORTFOLIO WITHDRAWAL
.00 .00 .00 .00 .00 .0000 .000000 -21,000,000.00 .00P
09/03/2024 24422EWS4 310 INTEREST EARNED ON DEERE JOHN M T N
5.150% 3/03/25 $1 PV ON 1432000.0000 SHARES
DUE 9/3/2024
.00 .00 .00 .00 .00 .0000 .000000 36,874.00 .00I
09/03/2024 09/03/2024 09/03/2024 313384E62 10 PURCHASED PAR VALUE OF F H L B DISC NTS
9/04/24 /STONEX FINANCIAL INC./XOTC 3,300,000
PAR VALUE AT 99.98541667 %
.00 .00 3,299,518.75 .00 .00 3,300,000.0000 .999854 -3,299,518.75 .00P
09/03/2024 09/03/2024 3133EPLZ6 300 PAID ACCRUED INTEREST ON PURCHASE OF
FEDERAL FARM CR BK 0.00001% 6/09/25
.00 .00 .00 .00 .00 .0000 .000000 -18,835.59 .00I
09/03/2024 09/03/2024 09/03/2024 3133EPLZ6 10 PURCHASED PAR VALUE OF FEDERAL FARM CR
BK 0.00001% 6/09/25 /NMRIUS33 NOMURA SECS
INTL NY/1,425,000 PAR VALUE AT 100.02947368 %
.00 .00 1,425,420.00 .00 .00 1,425,000.0000 1.000295 -1,425,420.00 .00P
09/03/2024 313588E50 310 INTEREST EARNED ON F N M A DISC NT
9/03/24 $1 PV ON 8000000.0000 SHARES DUE
9/3/2024 8,000,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 5,788.89 .00I
09/03/2024 09/03/2024 09/03/2024 313588E50 20 MATURED PAR VALUE OF F N M A DISC NT
9/03/24 8,000,000 PAR VALUE AT 100 %
.00 .00 -7,994,211.11 .00 .00-8,000,000.0000 1.000000 7,994,211.11 .00P
09/03/2024 09/03/2024 09/03/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 25,736,874.00 .00 .00 25,736,874.0000 1.000000 -25,736,874.00
FGZXX
.00P
09/03/2024 31846V567 310 INTEREST EARNED ON FIRST AM GOVT OB FD
CL Z UNIT ON 0.0000 SHARES DUE 8/31/2024
INTEREST FROM 8/1/24 TO 8/31/24
.00 .00 .00 .00 .00 .0000 .000000 181.42
FGZXX
.00I
09/03/2024 09/03/2024 09/03/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -25,743,774.34 .00 .00-25,743,774.3400 1.000000 25,743,774.34
FGZXX
.00P
09/03/2024 912797LA3 310 INTEREST EARNED ON U S TREASURY BILL
9/03/24 $1 PV ON 17700000.0000 SHARES DUE
9/3/2024 17,700,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 172,702.61 .00I
09/03/2024 09/03/2024 09/03/2024 912797LA3 20 MATURED PAR VALUE OF U S TREASURY BILL
9/03/24 17,700,000 PAR VALUE AT 100 %
.00 .00 -17,527,297.39 .00 .00-17,700,000.0000 1.000000 17,527,297.39 .00P
09/04/2024 09/03/2024 09/04/2024 16677JKQ8 10 PURCHASED PAR VALUE OF CHEVRON CORP
DISC COML C P 10/24/24 /BOFA SECURITIES,
INC./FXD INC/2,000,000 PAR VALUE AT 99.2833335
%
.00 .00 1,985,666.67 .00 .00 2,000,000.0000 .992833 -1,985,666.67 .00P
09/04/2024 313384E62 310 INTEREST EARNED ON F H L B DISC NTS
9/04/24 $1 PV ON 3300000.0000 SHARES DUE
9/4/2024 3,300,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 481.25 .00I
09/04/2024 09/04/2024 09/04/2024 313384E62 20 MATURED PAR VALUE OF F H L B DISC NTS
9/04/24 3,300,000 PAR VALUE AT 100 %
.00 .00 -3,299,518.75 .00 .00-3,300,000.0000 1.000000 3,299,518.75 .00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
2 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LIQUID OPERATING PORTFOLIO6745046600
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/04/2024 09/04/2024 09/04/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,297,345.83 .00 .00-1,297,345.8300 1.000000 1,297,345.83
FGZXX
.00P
09/04/2024 09/04/2024 09/04/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 1,314,514.75 .00 .00 1,314,514.7500 1.000000 -1,314,514.75
FGZXX
.00P
09/04/2024 09/04/2024 09/04/2024 880592G46 10 PURCHASED PAR VALUE OF T V A DISC NTS
9/18/24 /FTBMUS44SEC FIRST HORIZON US/XOTC
1,300,000 PAR VALUE AT 99.79583308 %
.00 .00 1,297,345.83 .00 .00 1,300,000.0000 .997958 -1,297,345.83 .00P
09/06/2024 313384E88 310 INTEREST EARNED ON F H L B DISC NTS
9/06/24 $1 PV ON 2450000.0000 SHARES DUE
9/6/2024 2,450,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 18,936.46 .00I
09/06/2024 09/06/2024 09/06/2024 313384E88 20 MATURED PAR VALUE OF F H L B DISC NTS
9/06/24 2,450,000 PAR VALUE AT 100 %
.00 .00 -2,431,063.54 .00 .00-2,450,000.0000 1.000000 2,431,063.54 .00P
09/06/2024 09/06/2024 3133EPLN3 300 PAID ACCRUED INTEREST ON PURCHASE OF F F
C B DEB 5.49663% 3/07/25
.00 .00 .00 .00 .00 .0000 .000000 -33,193.83
FFC5325A
.00I
09/06/2024 09/05/2024 09/06/2024 3133EPLN3 10 PURCHASED PAR VALUE OF F F C B DEB
5.49663% 3/07/25 /CITIGROUP GLOBAL MARKETS
INC./2,382,000 PAR VALUE AT 100.07726196 %
.00 .00 2,383,840.38 .00 .00 2,382,000.0000 1.000773 -2,383,840.38
FFC5325A
.00P
09/06/2024 09/06/2024 09/06/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 32,965.79 .00 .00 32,965.7900 1.000000 -32,965.79
FGZXX
.00P
09/09/2024 3133EPLN3 310 INTEREST EARNED ON F F C B DEB 5.51304%
3/07/25 $1 PV ON 2382000.0000 SHARES DUE
9/7/2024
.00 .00 .00 .00 .00 .0000 .000000 33,559.73
FFC5325A
.00I
09/09/2024 3133EPLZ6 310 INTEREST EARNED ON FEDERAL FARM CR BK
0.00001% 6/09/25 $1 PV ON 1425000.0000 SHARES
DUE 9/9/2024
.00 .00 .00 .00 .00 .0000 .000000 20,151.08 .00I
09/09/2024 09/09/2024 09/09/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 33,559.73 .00 .00 33,559.7300 1.000000 -33,559.73
FGZXX
.00P
09/09/2024 09/09/2024 09/09/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 20,151.08 .00 .00 20,151.0800 1.000000 -20,151.08
FGZXX
.00P
09/13/2024 09/13/2024 14913Q3B3 300 PAID ACCRUED INTEREST ON PURCHASE OF
CATERPILLAR FINL MTN 2.150% 11/08/24
.00 .00 .00 .00 .00 .0000 .000000 -12,877.61 .00I
09/13/2024 09/12/2024 09/13/2024 14913Q3B3 10 PURCHASED PAR VALUE OF CATERPILLAR FINL
MTN 2.150% 11/08/24 /J.P. MORGAN SECURITIES
LLC/1,725,000 PAR VALUE AT 99.541 %
.00 .00 1,717,082.25 .00 .00 1,725,000.0000 .995410 -1,717,082.25 .00P
09/13/2024 09/13/2024 09/13/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -615,966.81 .00 .00-615,966.8100 1.000000 615,966.81
FGZXX
.00P
09/13/2024 09/13/2024 09/13/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 542,540.14 .00 .00 542,540.1400 1.000000 -542,540.14
FGZXX
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
3 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LIQUID OPERATING PORTFOLIO6745046600
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/13/2024 828807DG9 310 INTEREST EARNED ON SIMON PROPERTY
GROUP 2.000% 9/13/24 $1 PV ON 2250000.0000
SHARES DUE 9/13/2024
.00 .00 .00 .00 .00 .0000 .000000 22,500.00 .00I
09/13/2024 09/13/2024 09/13/2024 828807DG9 20 MATURED PAR VALUE OF SIMON PROPERTY
GROUP 2.000% 9/13/24 2,250,000 PAR VALUE AT
100 %
.00 .00 -2,230,762.50 19,237.50 .00-2,250,000.0000 1.000000 2,250,000.00 .00P
09/13/2024 09/13/2024 09/13/2024 912797MR5 10 PURCHASED PAR VALUE OF U S TREASURY BILL
12/31/24 /J.P. MORGAN SECURITIES LLC/625,000
PAR VALUE AT 98.5546896 %
.00 .00 615,966.81 .00 .00 625,000.0000 .985547 -615,966.81 .00P
09/17/2024 09/17/2024 09/17/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 9,245.67 .00 .00 9,245.6700 1.000000 -9,245.67
FGZXX
.00P
09/17/2024 09/17/2024 713448FU7 300 PAID ACCRUED INTEREST ON PURCHASE OF
PEPSICO INC 5.70184% 11/12/24
.00 .00 .00 .00 .00 .0000 .000000 -5,745.67
PI55624
.00I
09/17/2024 09/16/2024 09/17/2024 713448FU7 10 PURCHASED PAR VALUE OF PEPSICO INC
5.70184% 11/12/24 /MIZUHO SECURITIES USA
INC./1,000,000 PAR VALUE AT 100.046 %
.00 .00 1,000,460.00 .00 .00 1,000,000.0000 1.000460 -1,000,460.00
PI55624
.00P
09/17/2024 912797LH8 310 INTEREST EARNED ON U S TREASURY BILL
9/17/24 $1 PV ON 3000000.0000 SHARES DUE
9/17/2024 3,000,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 24,546.66 .00I
09/17/2024 09/17/2024 09/17/2024 912797LH8 20 MATURED PAR VALUE OF U S TREASURY BILL
9/17/24 3,000,000 PAR VALUE AT 100 %
.00 .00 -2,975,453.34 .00 .00-3,000,000.0000 1.000000 2,975,453.34 .00P
09/17/2024 09/12/2024 09/17/2024 912797MB0 10 PURCHASED PAR VALUE OF U S TREASURY BILL
11/12/24 /BMO-CHICAGO BRANCH/BTEC 2,000,000
PAR VALUE AT 99.227433 %
.00 .00 1,984,548.66 .00 .00 2,000,000.0000 .992274 -1,984,548.66 .00P
09/18/2024 09/18/2024 3133ENDJ6 300 PAID ACCRUED INTEREST ON PURCHASE OF F F
C B DEB 5.460% 11/08/24
.00 .00 .00 .00 .00 .0000 .000000 -8,171.20 .00I
09/18/2024 09/18/2024 09/18/2024 3133ENDJ6 10 PURCHASED PAR VALUE OF F F C B DEB
5.460% 11/08/24 /CITIGROUP GLOBAL MARKETS
INC./1,325,000 PAR VALUE AT 100.00587698 %
.00 .00 1,325,077.87 .00 .00 1,325,000.0000 1.000059 -1,325,077.87 .00P
09/18/2024 09/18/2024 09/18/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,333,249.07 .00 .00-1,333,249.0700 1.000000 1,333,249.07
FGZXX
.00P
09/18/2024 09/18/2024 09/18/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 1,300,000.00 .00 .00 1,300,000.0000 1.000000 -1,300,000.00
FGZXX
.00P
09/18/2024 880592G46 310 INTEREST EARNED ON T V A DISC NTS
9/18/24 $1 PV ON 1300000.0000 SHARES DUE
9/18/2024 1,300,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 2,654.17 .00I
09/18/2024 09/18/2024 09/18/2024 880592G46 20 MATURED PAR VALUE OF T V A DISC NTS
9/18/24 1,300,000 PAR VALUE AT 100 %
.00 .00 -1,297,345.83 .00 .00-1,300,000.0000 1.000000 1,297,345.83 .00P
09/20/2024 09/20/2024 09/20/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 1,073,932.20 .00 .00 1,073,932.2000 1.000000 -1,073,932.20
FGZXX
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
4 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LIQUID OPERATING PORTFOLIO6745046600
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/20/2024 09/20/2024 45866FAT1 300 PAID ACCRUED INTEREST ON PURCHASE OF
INTERCONTINENTAL 3.650% 5/23/25
.00 .00 .00 .00 .00 .0000 .000000 -10,925.36 .00I
09/20/2024 09/19/2024 09/20/2024 45866FAT1 10 PURCHASED PAR VALUE OF
INTERCONTINENTAL 3.650% 5/23/25 /RBC
CAPITAL MARKETS, LLC/921,000 PAR VALUE AT
99.364 %
.00 .00 915,142.44 .00 .00 921,000.0000 .993640 -915,142.44 .00P
09/20/2024 53245PJL3 310 INTEREST EARNED ON LILLY ELI CO DISC COML
C P 9/20/24 $1 PV ON 2000000.0000 SHARES DUE
9/20/2024 2,000,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 6,428.89 .00I
09/20/2024 09/20/2024 09/20/2024 53245PJL3 20 MATURED PAR VALUE OF LILLY ELI CO DISC
COML C P 9/20/24 2,000,000 PAR VALUE AT 100 %
.00 .00 -1,993,571.11 .00 .00-2,000,000.0000 1.000000 1,993,571.11 .00P
09/23/2024 09/23/2024 09/23/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 15,441.99 .00 .00 15,441.9900 1.000000 -15,441.99
FGZXX
.00P
09/23/2024 09/23/2024 09/23/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,083,585.98 .00 .00-1,083,585.9800 1.000000 1,083,585.98
FGZXX
.00P
09/23/2024 09/23/2024 459058JJ3 300 PAID ACCRUED INTEREST ON PURCHASE OF
INTL BK M T N 0.00001% 9/18/25
.00 .00 .00 .00 .00 .0000 .000000 -892.86 .00I
09/23/2024 09/20/2024 09/23/2024 459058JJ3 10 PURCHASED PAR VALUE OF INTL BK M T N
0.00001% 9/18/25 /WELLS FARGO SECURITIES,
LLC/1,140,000 PAR VALUE AT 100.195 %
.00 .00 1,142,223.00 .00 .00 1,140,000.0000 1.001950 -1,142,223.00 .00P
09/23/2024 912797KM8 310 INTEREST EARNED ON U S TREASURY BILL
9/26/24 $1 PV ON 75000.0000 SHARES DUE
9/23/2024 75,000 PAR VALUE AT 99.96249333 %
.00 .00 .00 .00 .00 .0000 .000000 594.18 .00I
09/23/2024 09/23/2024 09/23/2024 912797KM8 20 SOLD PAR VALUE OF U S TREASURY BILL
9/26/24 /RBC CAPITAL MARKETS, LLC/75,000 PAR
VALUE AT 99.96249333 %
.00 .00 -74,377.69 .00 .00-75,000.0000 .999625 74,377.69 .00P
09/24/2024 09/24/2024 09/24/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 234,313.46 .00 .00 234,313.4600 1.000000 -234,313.46
FGZXX
.00P
09/24/2024 90477DJQ0 310 INTEREST EARNED ON UNILEVER CAP CORP
DISC C P 9/24/24 $1 PV ON 2250000.0000 SHARES
DUE 9/24/2024 2,250,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 32,100.00 .00I
09/24/2024 09/24/2024 09/24/2024 90477DJQ0 20 MATURED PAR VALUE OF UNILEVER CAP CORP
DISC C P 9/24/24 2,250,000 PAR VALUE AT 100 %
.00 .00 -2,217,900.00 .00 .00-2,250,000.0000 1.000000 2,217,900.00 .00P
09/24/2024 09/24/2024 91282CFS5 300 PAID ACCRUED INTEREST ON PURCHASE OF U S
TREASURY NT 0.00001% 10/31/24
.00 .00 .00 .00 .00 .0000 .000000 -15,869.91 .00I
09/24/2024 09/23/2024 09/24/2024 91282CFS5 10 PURCHASED PAR VALUE OF U S TREASURY NT
0.00001% 10/31/24 /IRVTUS3N BK OF NEW
YORK/2,000,000 PAR VALUE AT 99.9908315 %
.00 .00 1,999,816.63 .00 .00 2,000,000.0000 .999908 -1,999,816.63 .00P
09/25/2024 09/25/2024 24422EXA2 300 PAID ACCRUED INTEREST ON PURCHASE OF
JOHN DEERE MTN 5.85421% 7/03/25
.00 .00 .00 .00 .00 .0000 .000000 -6,848.30
JDM5725
.00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
5 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LIQUID OPERATING PORTFOLIO6745046600
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/25/2024 09/24/2024 09/25/2024 24422EXA2 10 PURCHASED PAR VALUE OF JOHN DEERE MTN
5.85421% 7/03/25 /RBC CAPITAL MARKETS,
LLC/500,000 PAR VALUE AT 100.123 %
.00 .00 500,615.00 .00 .00 500,000.0000 1.001230 -500,615.00
JDM5725
.00P
09/25/2024 09/25/2024 3130AXD54 300 PAID ACCRUED INTEREST ON PURCHASE OF
FEDERAL HOME LOAN 0.00001% 6/27/25
.00 .00 .00 .00 .00 .0000 .000000 -7,500.93 .00I
09/25/2024 09/24/2024 09/25/2024 3130AXD54 10 PURCHASED PAR VALUE OF FEDERAL HOME
LOAN 0.00001% 6/27/25 /WELLS FARGO
SECURITIES, LLC/550,000 PAR VALUE AT 100.067
%
.00 .00 550,368.50 .00 .00 550,000.0000 1.000670 -550,368.50 .00P
09/25/2024 313384H36 310 INTEREST EARNED ON F H L B DISC NTS
9/25/24 $1 PV ON 1975000.0000 SHARES DUE
9/25/2024 1,975,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 7,746.94 .00I
09/25/2024 09/25/2024 09/25/2024 313384H36 20 MATURED PAR VALUE OF F H L B DISC NTS
9/25/24 1,975,000 PAR VALUE AT 100 %
.00 .00 -1,967,253.06 .00 .00-1,975,000.0000 1.000000 1,967,253.06 .00P
09/25/2024 09/25/2024 09/25/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,012,858.75 .00 .00-1,012,858.7500 1.000000 1,012,858.75
FGZXX
.00P
09/25/2024 09/25/2024 09/25/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 909,667.27 .00 .00 909,667.2700 1.000000 -909,667.27
FGZXX
.00P
09/25/2024 09/25/2024 64952WES8 300 PAID ACCRUED INTEREST ON PURCHASE OF
NEW YORK LIFE MTN 5.89359% 4/21/25
.00 .00 .00 .00 .00 .0000 .000000 -10,728.75
NYL4425
.00I
09/25/2024 09/25/2024 09/25/2024 64952WES8 10 PURCHASED PAR VALUE OF NEW YORK LIFE
MTN 5.89359% 4/21/25 /J.P. MORGAN
SECURITIES LLC/1,000,000 PAR VALUE AT 100.213
%
.00 .00 1,002,130.00 .00 .00 1,000,000.0000 1.002130 -1,002,130.00
NYL4425
.00P
09/26/2024 09/26/2024 09/26/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 240,524.35 .00 .00 240,524.3500 1.000000 -240,524.35
FGZXX
.00P
09/26/2024 09/26/2024 6944PL2T5 300 PAID ACCRUED INTEREST ON PURCHASE OF
PACIFIC LIFE M T N 6.22918% 6/16/25
.00 .00 .00 .00 .00 .0000 .000000 -1,423.30
PLM6025
.00I
09/26/2024 09/25/2024 09/26/2024 6944PL2T5 10 PURCHASED PAR VALUE OF PACIFIC LIFE M T N
6.22918% 6/16/25 /RBC CAPITAL MARKETS,
LLC/855,000 PAR VALUE AT 100.357 %
.00 .00 858,052.35 .00 .00 855,000.0000 1.003570 -858,052.35
PLM6025
.00P
09/26/2024 912797KM8 310 INTEREST EARNED ON U S TREASURY BILL
9/26/24 $1 PV ON 1100000.0000 SHARES DUE
9/26/2024 1,100,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 9,127.20 .00I
09/26/2024 09/26/2024 09/26/2024 912797KM8 20 MATURED PAR VALUE OF U S TREASURY BILL
9/26/24 1,100,000 PAR VALUE AT 100 %
.00 .00 -1,090,872.80 .00 .00-1,100,000.0000 1.000000 1,090,872.80 .00P
09/27/2024 3130AXD54 310 INTEREST EARNED ON FEDERAL HOME LOAN
0.00001% 6/27/25 $1 PV ON 550000.0000 SHARES
DUE 9/27/2024
.00 .00 .00 .00 .00 .0000 .000000 7,653.25 .00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
6 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LIQUID OPERATING PORTFOLIO6745046600
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/27/2024 09/27/2024 3133EPWW1 300 PAID ACCRUED INTEREST ON PURCHASE OF F F
C B DEB 5.46424% 9/25/25
.00 .00 .00 .00 .00 .0000 .000000 -104.06
FFC5425R
.00I
09/27/2024 09/26/2024 09/27/2024 3133EPWW1 10 PURCHASED PAR VALUE OF F F C B DEB
5.46424% 9/25/25 /DSANUS3N DAIWA NEW
YORK/375,000 PAR VALUE AT 100.088 %
.00 .00 375,330.00 .00 .00 375,000.0000 1.000880 -375,330.00
FFC5425R
.00P
09/27/2024 09/27/2024 09/27/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 7,653.25 .00 .00 7,653.2500 1.000000 -7,653.25
FGZXX
.00P
09/27/2024 09/27/2024 09/27/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -375,434.06 .00 .00-375,434.0600 1.000000 375,434.06
FGZXX
.00P
Account Ending Cash Principal Cash: -20,257,213.26 Income Cash: 20,257,213.26 Total Cash: 0.00
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
7 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
Account Beginning Cash Total Cash: 0.00Income Cash: 84,859,521.40Principal Cash: -84,859,521.40
09/03/2024 210 CASH DISBURSEMENT PAID TO ORANGE
COUNTY SANITATION DISTRICT OUTGOING
DOMESTIC WIRE LONG-TERM PORTFOLIO
WITHDRAWAL
.00 .00 .00 .00 .00 .0000 .000000 -14,000,000.00 .00P
09/03/2024 313384E54 310 INTEREST EARNED ON F H L B DISC NTS
9/03/24 $1 PV ON 135000.0000 SHARES DUE
9/3/2024 135,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 652.16 .00I
09/03/2024 09/03/2024 09/03/2024 313384E54 20 MATURED PAR VALUE OF F H L B DISC NTS
9/03/24 135,000 PAR VALUE AT 100 %
.00 .00 -134,347.84 .00 .00-135,000.0000 1.000000 134,347.84 .00P
09/03/2024 313588E50 310 INTEREST EARNED ON F N M A DISC NT
9/03/24 $1 PV ON 1750000.0000 SHARES DUE
9/3/2024 1,750,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 1,266.32 .00I
09/03/2024 09/03/2024 09/03/2024 313588E50 20 MATURED PAR VALUE OF F N M A DISC NT
9/03/24 1,750,000 PAR VALUE AT 100 %
.00 .00 -1,748,733.68 .00 .00-1,750,000.0000 1.000000 1,748,733.68 .00P
09/03/2024 09/03/2024 09/03/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 13,993,481.25 .00 .00 13,993,481.2500 1.000000 -13,993,481.25
FGZXX
.00P
09/03/2024 09/03/2024 09/03/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -14,000,000.00 .00 .00-14,000,000.0000 1.000000 14,000,000.00
FGZXX
.00P
09/03/2024 31846V567 310 INTEREST EARNED ON FIRST AM GOVT OB FD
CL Z UNIT ON 0.0000 SHARES DUE 8/31/2024
INTEREST FROM 8/1/24 TO 8/31/24
.00 .00 .00 .00 .00 .0000 .000000 2,321.73
FGZXX
.00I
09/03/2024 6698M4J37 310 INTEREST EARNED ON NOVARTIS FIN CORP
DISC C P 9/03/24 $1 PV ON 1000000.0000 SHARES
DUE 9/3/2024 1,000,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 3,680.56 .00I
09/03/2024 09/03/2024 09/03/2024 6698M4J37 20 MATURED PAR VALUE OF NOVARTIS FIN CORP
DISC C P 9/03/24 1,000,000 PAR VALUE AT 100 %
.00 .00 -996,319.44 .00 .00-1,000,000.0000 1.000000 996,319.44 .00P
09/03/2024 808513BY0 310 INTEREST EARNED ON CHARLES SCHWAB CORP
2.450% 3/03/27 $1 PV ON 2325000.0000 SHARES
DUE 9/3/2024
.00 .00 .00 .00 .00 .0000 .000000 28,481.25 .00I
09/03/2024 912797LA3 310 INTEREST EARNED ON U S TREASURY BILL
9/03/24 $1 PV ON 9550000.0000 SHARES DUE
9/3/2024 9,550,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 32,445.23 .00I
09/03/2024 09/03/2024 09/03/2024 912797LA3 20 MATURED PAR VALUE OF U S TREASURY BILL
9/03/24 9,550,000 PAR VALUE AT 100 %
.00 .00 -9,517,554.77 .00 .00-9,550,000.0000 1.000000 9,517,554.77 .00P
09/03/2024 912797LA3 310 INTEREST EARNED ON U S TREASURY BILL
9/03/24 $1 PV ON 1500000.0000 SHARES DUE
9/3/2024 1,500,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 1,303.87 .00I
09/03/2024 09/03/2024 09/03/2024 912797LA3 20 MATURED PAR VALUE OF U S TREASURY BILL
9/03/24 1,500,000 PAR VALUE AT 100 %
.00 .00 -1,498,696.13 .00 .00-1,500,000.0000 1.000000 1,498,696.13 .00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
8 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/03/2024 91282CCW9 310 INTEREST EARNED ON U S TREASURY NT
0.750% 8/31/26 $1 PV ON 8000000.0000 SHARES
DUE 8/31/2024
.00 .00 .00 .00 .00 .0000 .000000 30,000.00
UST0726A
.00I
09/04/2024 09/04/2024 09/04/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 2,321.73 .00 .00 2,321.7300 1.000000 -2,321.73
FGZXX
.00P
09/05/2024 09/05/2024 02665WEA5 301 RECEIVED ACCRUED INTEREST ON SALE OF
AMERICAN HONDA MTN 1.500% 1/13/25
.00 .00 .00 .00 .00 .0000 .000000 13,000.00 .00I
09/05/2024 09/04/2024 09/05/2024 02665WEA5 20 SOLD PAR VALUE OF AMERICAN HONDA MTN
1.500% 1/13/25 /STONEX FINANCIAL
INC./6,000,000 PAR VALUE AT 98.701 %
.00 .00 -5,979,632.85 .00 -57,572.85-6,000,000.0000 .987010 5,922,060.00 .00P
09/05/2024 09/05/2024 037833AZ3 301 RECEIVED ACCRUED INTEREST ON SALE OF
APPLE INC 2.500% 2/09/25
.00 .00 .00 .00 .00 .0000 .000000 3,611.11 .00I
09/05/2024 09/04/2024 09/05/2024 037833AZ3 20 SOLD PAR VALUE OF APPLE INC 2.500%
2/09/25 /PERSHING LLC/2,000,000 PAR VALUE AT
98.944 %
.00 .00 -2,118,560.00 .00 -139,680.00-2,000,000.0000 .989440 1,978,880.00 .00P
09/05/2024 06051GHG7 310 INTEREST EARNED ON BANK OF AMERICA MTN
3.970% 3/05/29 $1 PV ON 4500000.0000 SHARES
DUE 9/5/2024
.00 .00 .00 .00 .00 .0000 .000000 89,325.00 .00I
09/05/2024 09/05/2024 06367WB85 301 RECEIVED ACCRUED INTEREST ON SALE OF
BANK OF MONTREAL MTN 1.850% 5/01/25
.00 .00 .00 .00 .00 .0000 .000000 19,116.67 .00I
09/05/2024 09/04/2024 09/05/2024 06367WB85 20 SOLD PAR VALUE OF BANK OF MONTREAL MTN
1.850% 5/01/25 /PERSHING LLC/3,000,000 PAR
VALUE AT 98.042 %
.00 .00 -3,097,260.00 .00 -156,000.00-3,000,000.0000 .980420 2,941,260.00 .00P
09/05/2024 09/05/2024 06368LWU6 301 RECEIVED ACCRUED INTEREST ON SALE OF
BANK MONTREAL MTN CV 5.717% 9/25/28
.00 .00 .00 .00 .00 .0000 .000000 38,113.33 .00I
09/05/2024 09/04/2024 09/05/2024 06368LWU6 20 SOLD PAR VALUE OF BANK MONTREAL MTN CV
5.717% 9/25/28 /WELLS FARGO SECURITIES,
LLC/XXXX 1,500,000 PAR VALUE AT 104.879 %
.00 .00 -1,480,320.00 92,865.00 .00-1,500,000.0000 1.048790 1,573,185.00 .00P
09/05/2024 09/05/2024 3130AQD59 300 PAID ACCRUED INTEREST ON PURCHASE OF F H
L B DEB 1.000% 9/30/24
.00 .00 .00 .00 .00 .0000 .000000 -902.78 .00I
09/05/2024 09/05/2024 09/05/2024 3130AQD59 10 PURCHASED PAR VALUE OF F H L B DEB
1.000% 9/30/24 /WELLS FARGO SECURITIES,
LLC/500,000 PAR VALUE AT 99.7052 %
.00 .00 498,526.00 .00 .00 500,000.0000 .997052 -498,526.00 .00P
09/05/2024 09/05/2024 09/05/2024 313384H36 10 PURCHASED PAR VALUE OF F H L B DISC NTS
9/25/24 /NMRIUS33 NOMURA SECS INTL
NY/1,200,000 PAR VALUE AT 99.71111083 %
.00 .00 1,196,533.33 .00 .00 1,200,000.0000 .997111 -1,196,533.33 .00P
09/05/2024 09/05/2024 09/05/2024 313396G64 10 PURCHASED PAR VALUE OF F H L M C DISC NT
9/20/24 /BARCLAYS CAPITAL INC. FIXED IN/XOTC
10,000,000 PAR VALUE AT 99.7825 %
.00 .00 9,978,250.00 .00 .00 10,000,000.0000 .997825 -9,978,250.00 .00P
09/05/2024 09/04/2024 09/05/2024 313396H89 10 PURCHASED PAR VALUE OF F H L M C DISC NT
9/30/24 /NMRIUS33 NOMURA SECS INTL
NY/XOTC 2,500,000 PAR VALUE AT 99.6416668 %
.00 .00 2,491,041.67 .00 .00 2,500,000.0000 .996417 -2,491,041.67 .00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
9 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/05/2024 09/05/2024 09/05/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -25,791,921.55 .00 .00-25,791,921.5500 1.000000 25,791,921.55
FGZXX
.00P
09/05/2024 09/05/2024 09/05/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 25,879,348.85 .00 .00 25,879,348.8500 1.000000 -25,879,348.85
FGZXX
.00P
09/05/2024 09/05/2024 09/05/2024 459052H58 10 PURCHASED PAR VALUE OF INTL BK DISC NTS
9/27/24 /BARCLAYS CAPITAL INC. FIXED IN/XOTC
4,150,000 PAR VALUE AT 99.68222217 %
.00 .00 4,136,812.22 .00 .00 4,150,000.0000 .996822 -4,136,812.22 .00P
09/05/2024 09/05/2024 09/05/2024 6698M4JJ2 10 PURCHASED PAR VALUE OF NOVARTIS FIN CORP
DISC C P 9/23/24 /BARCLAYS CAPITAL INC.
FIXED IN/10,000,000 PAR VALUE AT 99.8089722 %
.00 .00 9,980,897.22 .00 .00 10,000,000.0000 .998090 -9,980,897.22 .00P
09/05/2024 09/05/2024 78016HZS2 301 RECEIVED ACCRUED INTEREST ON SALE OF
ROYAL BK CDA MTN 5.200% 8/01/28
.00 .00 .00 .00 .00 .0000 .000000 31,922.22 .00I
09/05/2024 09/04/2024 09/05/2024 78016HZS2 20 SOLD PAR VALUE OF ROYAL BK CDA MTN
5.200% 8/01/28 /RBC CAPITAL MARKETS,
LLC/6,500,000 PAR VALUE AT 103.654 %
.00 .00 -6,406,660.00 330,850.00 .00-6,500,000.0000 1.036540 6,737,510.00 .00P
09/05/2024 09/05/2024 808513BY0 301 RECEIVED ACCRUED INTEREST ON SALE OF
CHARLES SCHWAB CORP 2.450% 3/03/27
.00 .00 .00 .00 .00 .0000 .000000 316.46 .00I
09/05/2024 09/04/2024 09/05/2024 808513BY0 20 SOLD PAR VALUE OF CHARLES SCHWAB CORP
2.450% 3/03/27 /DEUTSCHE BANK SECURITIES,
INC./2,325,000 PAR VALUE AT 95.558 %
.00 .00 -2,322,489.00 .00 -100,765.50-2,325,000.0000 .955580 2,221,723.50 .00P
09/05/2024 09/05/2024 89114TZN5 301 RECEIVED ACCRUED INTEREST ON SALE OF
TORONTO DOMINION MTN 1.950% 1/12/27
.00 .00 .00 .00 .00 .0000 .000000 5,741.67 .00I
09/05/2024 09/04/2024 09/05/2024 89114TZN5 20 SOLD PAR VALUE OF TORONTO DOMINION MTN
1.950% 1/12/27 /CITIGROUP GLOBAL MARKETS
INC./2,000,000 PAR VALUE AT 95.201 %
.00 .00 -1,984,582.40 .00 -80,562.40-2,000,000.0000 .952010 1,904,020.00 .00P
09/05/2024 09/05/2024 89114TZT2 301 RECEIVED ACCRUED INTEREST ON SALE OF
TORONTO DOMINION MTN 2.800% 3/10/27
.00 .00 .00 .00 .00 .0000 .000000 68,055.56 .00I
09/05/2024 09/04/2024 09/05/2024 89114TZT2 20 SOLD PAR VALUE OF TORONTO DOMINION MTN
2.800% 3/10/27 /TORONTO DOMINION
SECURITIES (U/5,000,000 PAR VALUE AT 96.451 %
.00 .00 -4,960,350.00 .00 -137,800.00-5,000,000.0000 .964510 4,822,550.00 .00P
09/09/2024 09/09/2024 09/09/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 98,651.25 .00 .00 98,651.2500 1.000000 -98,651.25
FGZXX
.00P
09/09/2024 931142EX7 310 INTEREST EARNED ON WALMART INC
3.950% 9/09/27 $1 PV ON 4995000.0000 SHARES
DUE 9/9/2024
.00 .00 .00 .00 .00 .0000 .000000 98,651.25 .00I
09/10/2024 3130ATS57 310 INTEREST EARNED ON F H L B DEB 4.500%
3/10/28 $1 PV ON 7500000.0000 SHARES DUE
9/10/2024
.00 .00 .00 .00 .00 .0000 .000000 168,750.00 .00I
09/10/2024 09/10/2024 09/10/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 168,750.00 .00 .00 168,750.0000 1.000000 -168,750.00
FGZXX
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
10 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/12/2024 09/12/2024 09/12/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -374,404.17 .00 .00-374,404.1700 1.000000 374,404.17
FGZXX
.00P
09/12/2024 09/12/2024 09/12/2024 6698M4JP8 10 PURCHASED PAR VALUE OF NOVARTIS FIN CORP
DISC C P 10/01/24 /J.P. MORGAN SECURITIES
LLC/375,000 PAR VALUE AT 99.841112 %
.00 .00 374,404.17 .00 .00 375,000.0000 .998411 -374,404.17 .00P
09/13/2024 09/13/2024 09/13/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 35,087.50 .00 .00 35,087.5000 1.000000 -35,087.50
FGZXX
.00P
09/13/2024 46647PBH8 310 INTEREST EARNED ON JPMORGAN CHASE CO
2.005% 3/13/26 $1 PV ON 3500000.0000 SHARES
DUE 9/13/2024
.00 .00 .00 .00 .00 .0000 .000000 35,087.50 .00I
09/16/2024 00440EAS6 310 INTEREST EARNED ON ACE INA HOLDING
3.150% 3/15/25 $1 PV ON 2000000.0000 SHARES
DUE 9/15/2024
.00 .00 .00 .00 .00 .0000 .000000 31,500.00 .00I
09/16/2024 02582JJV3 310 INTEREST EARNED ON AMERICAN EXPRESS
3.750% 8/16/27 $1 PV ON 6250.0000 SHARES DUE
9/15/2024 $0.00313/PV ON 2,000,000.00 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 6,250.00 .00I
09/16/2024 06368FAC3 310 INTEREST EARNED ON BANK OF MONTREAL
MTN 1.250% 9/15/26 $1 PV ON 3000000.0000
SHARES DUE 9/15/2024
.00 .00 .00 .00 .00 .0000 .000000 18,750.00 .00I
09/16/2024 084664CZ2 310 INTEREST EARNED ON BERKSHIRE HATHAWAY
2.300% 3/15/27 $1 PV ON 6875000.0000 SHARES
DUE 9/15/2024
.00 .00 .00 .00 .00 .0000 .000000 79,062.50 .00I
09/16/2024 161571HV9 310 INTEREST EARNED ON CHASE ISSUE TR
4.600% 1/16/29 $1 PV ON 30820.0000 SHARES DUE
9/15/2024 $0.00383/PV ON 8,040,000.00 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 30,820.00 .00I
09/16/2024 24422EWK1 310 INTEREST EARNED ON DEERE JOHN MTN
4.150% 9/15/27 $1 PV ON 2000000.0000 SHARES
DUE 9/15/2024
.00 .00 .00 .00 .00 .0000 .000000 41,500.00 .00I
09/16/2024 3130A4CH3 310 INTEREST EARNED ON F H L B DEB 2.375%
3/14/25 $1 PV ON 5225000.0000 SHARES DUE
9/14/2024
.00 .00 .00 .00 .00 .0000 .000000 62,046.88 .00I
09/16/2024 09/15/2024 09/16/2024 3133TCE95 20 PAID DOWN PAR VALUE OF F H L M C MLTCL
MTG 4.727% 8/15/32
.00 .00 -44.15 .00 -.05-44.1000 .000000 44.10
FHL3032
.00P
09/16/2024 3133TCE95 310 INTEREST EARNED ON F H L M C MLTCL MTG
4.727% 8/15/32 $1 PV ON 7.4500 SHARES DUE
9/15/2024 $0.00394/PV ON 1,892.35 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 7.45
FHL3032
.00I
09/16/2024 31348SWZ3 310 INTEREST EARNED ON F H L M C #786064
6.262% 1/01/28 $1 PV ON 1.5700 SHARES DUE
9/15/2024 JULY FHLMC DUE 9/15/24
.00 .00 .00 .00 .00 .0000 .000000 1.57
786064F
.00I
09/16/2024 09/15/2024 09/16/2024 31348SWZ3 20 PAID DOWN PAR VALUE OF F H L M C #786064
6.262% 1/01/28 AUGUST FHLMC DUE 9/15/24
.00 .00 -6.35 .00 .16-6.5100 .000000 6.51
786064F
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
11 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/16/2024 09/16/2024 09/16/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 945,943.31 .00 .00 945,943.3100 1.000000 -945,943.31
FGZXX
.00P
09/16/2024 09/16/2024 09/16/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 809,611.22 .00 .00 809,611.2200 1.000000 -809,611.22
FGZXX
.00P
09/16/2024 09/16/2024 09/16/2024 362554AC1 20 PAID DOWN PAR VALUE OF GM FIN CONS AUTO
0.680% 9/16/26
.00 .00 -67,309.07 .00 1.72-67,310.7900 .000000 67,310.79
GFC0626
.00P
09/16/2024 362554AC1 310 INTEREST EARNED ON GM FIN CONS AUTO
0.680% 9/16/26 $1 PV ON 353.1700 SHARES DUE
9/16/2024 $0.00057/PV ON 623,225.10 PV DUE
9/16/24
.00 .00 .00 .00 .00 .0000 .000000 353.17
GFC0626
.00I
09/16/2024 09/16/2024 09/16/2024 362585AC5 20 PAID DOWN PAR VALUE OF GM FIN CONS AUT
3.100% 2/16/27
.00 .00 -111,406.65 .00 23.29-111,429.9400 .000000 111,429.94
GFC3427
.00P
09/16/2024 362585AC5 310 INTEREST EARNED ON GM FIN CONS AUT
3.100% 2/16/27 $1 PV ON 3909.3300 SHARES DUE
9/16/2024 $0.00258/PV ON 1,513,287.84 PV DUE
9/16/24
.00 .00 .00 .00 .00 .0000 .000000 3,909.33
GFC3427
.00I
09/16/2024 380146AC4 310 INTEREST EARNED ON GM FIN CONS AUTO
1.260% 11/16/26 $1 PV ON 740.7800 SHARES DUE
9/16/2024 $0.00105/PV ON 705,508.89 PV DUE
9/16/24
.00 .00 .00 .00 .00 .0000 .000000 740.78
GFC1226
.00I
09/16/2024 09/16/2024 09/16/2024 380146AC4 20 PAID DOWN PAR VALUE OF GM FIN CONS AUTO
1.260% 11/16/26
.00 .00 -70,360.72 .00 6.11-70,366.8300 .000000 70,366.83
GFC1226
.00P
09/16/2024 09/15/2024 09/16/2024 43815BAC4 20 PAID DOWN PAR VALUE OF HONDA AUTO REC
OWN 1.880% 5/15/26
.00 .00 -205,637.17 .00 30.93-205,668.1000 .000000 205,668.10
HAR1826
.00P
09/16/2024 43815BAC4 310 INTEREST EARNED ON HONDA AUTO REC OWN
1.880% 5/15/26 $1 PV ON 3151.1300 SHARES DUE
9/15/2024 $0.00157/PV ON 2,011,356.32 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 3,151.13
HAR1826
.00I
09/16/2024 09/15/2024 09/16/2024 448977AD0 20 PAID DOWN PAR VALUE OF HYUNDAI AUTO REC
2.220% 10/15/26
.00 .00 -223,858.41 .00 8.62-223,867.0300 .000000 223,867.03
HAR2226
.00P
09/16/2024 448977AD0 310 INTEREST EARNED ON HYUNDAI AUTO REC
2.220% 10/15/26 $1 PV ON 4166.4400 SHARES DUE
9/15/2024 $0.00185/PV ON 2,252,131.67 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 4,166.44
HAR2226
.00I
09/16/2024 09/15/2024 09/16/2024 44935FAD6 20 PAID DOWN PAR VALUE OF HYUNDAI AUTO REC
TR 0.740% 5/15/26
.00 .00 -76,717.93 .00 17.13-76,735.0600 .000000 76,735.06
HAR0726
.00P
09/16/2024 44935FAD6 310 INTEREST EARNED ON HYUNDAI AUTO REC TR
0.740% 5/15/26 $1 PV ON 279.3500 SHARES DUE
9/15/2024 $0.00062/PV ON 452,999.50 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 279.35
HAR0726
.00I
09/16/2024 09/15/2024 09/16/2024 47787JAC2 20 PAID DOWN PAR VALUE OF JOHN DEERE OWNER
2.320% 9/15/26
.00 .00 -114,632.31 .00 25.36-114,657.6700 .000000 114,657.67
JDO2326
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
12 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/16/2024 47787JAC2 310 INTEREST EARNED ON JOHN DEERE OWNER
2.320% 9/15/26 $1 PV ON 2702.4700 SHARES DUE
9/15/2024 $0.00193/PV ON 1,397,829.84 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 2,702.47
JDO2326
.00I
09/16/2024 09/15/2024 09/16/2024 47789QAC4 20 PAID DOWN PAR VALUE OF JOHN DEERE OWN
0.520% 3/16/26
.00 .00 -71,103.43 .00 6.34-71,109.7700 .000000 71,109.77
JDO0926
.00P
09/16/2024 47789QAC4 310 INTEREST EARNED ON JOHN DEERE OWN
0.520% 3/16/26 $1 PV ON 290.0100 SHARES DUE
9/15/2024 $0.00043/PV ON 669,253.67 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 290.01
JDO0926
.00I
09/16/2024 09/15/2024 09/16/2024 47800AAC4 20 PAID DOWN PAR VALUE OF JOHN DEERE OWNR
TR 3.740% 2/16/27
.00 .00 -133,053.74 .00 12.71-133,066.4500 .000000 133,066.45
JDO6827
.00P
09/16/2024 47800AAC4 310 INTEREST EARNED ON JOHN DEERE OWNR TR
3.740% 2/16/27 $1 PV ON 7736.0800 SHARES DUE
9/15/2024 $0.00312/PV ON 2,482,163.76 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 7,736.08
JDO6827
.00I
09/16/2024 47800BAC2 310 INTEREST EARNED ON JOHN DEERE OWNER
5.090% 6/15/27 $1 PV ON 16313.0300 SHARES DUE
9/15/2024 $0.00424/PV ON 3,845,901.39 PV DUE
9/15/24
.00 .00 .00 .00 .00 .0000 .000000 16,313.03
JDO5027
.00I
09/16/2024 09/15/2024 09/16/2024 47800BAC2 20 PAID DOWN PAR VALUE OF JOHN DEERE OWNER
5.090% 6/15/27
.00 .00 -216,442.16 .00 16.80-216,458.9600 .000000 216,458.96
JDO5027
.00P
09/16/2024 58989V2D5 310 INTEREST EARNED ON MET TOWER MTN
1.250% 9/14/26 $1 PV ON 3745000.0000 SHARES
DUE 9/14/2024
.00 .00 .00 .00 .00 .0000 .000000 23,406.25 .00I
09/16/2024 880591EZ1 310 INTEREST EARNED ON T V A 3.875%
3/15/28 $1 PV ON 6805000.0000 SHARES DUE
9/15/2024
.00 .00 .00 .00 .00 .0000 .000000 131,846.88 .00I
09/17/2024 02582JJT8 310 INTEREST EARNED ON AMERICAN EXPRESS
3.390% 5/17/27 $1 PV ON 6620000.0000 SHARES
DUE 9/15/2024
.00 .00 .00 .00 .00 .0000 .000000 18,701.50 .00I
09/17/2024 09/17/2024 09/17/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 18,701.50 .00 .00 18,701.5000 1.000000 -18,701.50
FGZXX
.00P
09/17/2024 09/17/2024 09/17/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 9,056.25 .00 .00 9,056.2500 1.000000 -9,056.25
FGZXX
.00P
09/17/2024 931142ER0 310 INTEREST EARNED ON WALMART INC
1.050% 9/17/26 $1 PV ON 1725000.0000 SHARES
DUE 9/17/2024
.00 .00 .00 .00 .00 .0000 .000000 9,056.25 .00I
09/18/2024 09/18/2024 09/18/2024 14912DJK6 10 PURCHASED PAR VALUE OF CATERPILLAR FINL
SVCS C P 9/19/24 /J.P. MORGAN SECURITIES
LLC/XOTC 11,950,000 PAR VALUE AT 99.98536109
%
.00 .00 11,948,250.65 .00 .00 11,950,000.0000 .999854 -11,948,250.65 .00P
09/18/2024 09/18/2024 09/18/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -11,948,250.65 .00 .00-11,948,250.6500 1.000000 11,948,250.65
FGZXX
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
13 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/18/2024 09/18/2024 09/18/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 10,128,906.25 .00 .00 10,128,906.2500 1.000000 -10,128,906.25
FGZXX
.00P
09/18/2024 4581X0DC9 310 INTEREST EARNED ON INTER AMER DEV BK
3.125% 9/18/28 $1 PV ON 8250000.0000 SHARES
DUE 9/18/2024
.00 .00 .00 .00 .00 .0000 .000000 128,906.25 .00I
09/18/2024 09/18/2024 09/18/2024 6698M4JJ2 20 MATURED PAR VALUE OF NOVARTIS FIN CORP
DISC C P 9/18/24 10,000,000 PAR VALUE AT 100 %
.00 .00 -9,980,897.22 .00 .00-10,000,000.0000 1.000000 9,980,897.22 .00P
09/18/2024 6698M4JJ2 310 INTEREST EARNED ON NOVARTIS FIN CORP
DISC C P 9/18/24 $1 PV ON 10000000.0000 SHARES
DUE 9/18/2024 10,000,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 19,102.78 .00I
09/19/2024 14912DJK6 310 INTEREST EARNED ON CATERPILLAR FINL SVCS
C P 9/19/24 $1 PV ON 11950000.0000 SHARES DUE
9/19/2024 11,950,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 1,749.35 .00I
09/19/2024 09/19/2024 09/19/2024 14912DJK6 20 MATURED PAR VALUE OF CATERPILLAR FINL
SVCS C P 9/19/24 11,950,000 PAR VALUE AT 100 %
.00 .00 -11,948,250.65 .00 .00-11,950,000.0000 1.000000 11,948,250.65 .00P
09/19/2024 09/19/2024 09/19/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 11,950,000.00 .00 .00 11,950,000.0000 1.000000 -11,950,000.00
FGZXX
.00P
09/20/2024 09/19/2024 09/20/2024 14912DJW0 10 PURCHASED PAR VALUE OF CATERPILLAR FINL
SVCS C P 9/30/24 /WELLS FARGO SECURITIES,
LLC/18,100,000 PAR VALUE AT 99.8663889 %
.00 .00 18,075,816.39 .00 .00 18,100,000.0000 .998664 -18,075,816.39 .00P
09/20/2024 313396G64 310 INTEREST EARNED ON F H L M C DISC NT
9/20/24 $1 PV ON 10000000.0000 SHARES DUE
9/20/2024 10,000,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 21,750.00 .00I
09/20/2024 09/20/2024 09/20/2024 313396G64 20 MATURED PAR VALUE OF F H L M C DISC NT
9/20/24 10,000,000 PAR VALUE AT 100 %
.00 .00 -9,978,250.00 .00 .00-10,000,000.0000 1.000000 9,978,250.00 .00P
09/20/2024 09/20/2024 09/20/2024 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -11,944,567.86 .00 .00-11,944,567.8600 1.000000 11,944,567.86
FGZXX
.00P
09/20/2024 36225CAZ9 310 INTEREST EARNED ON G N M A I I #080023
3.750% 12/20/26 $1 PV ON 8.1300 SHARES DUE
9/20/2024 AUGUST GNMA DUE 9/20/24
.00 .00 .00 .00 .00 .0000 .000000 8.13
080023M
.00I
09/20/2024 09/20/2024 09/20/2024 36225CAZ9 20 PAID DOWN PAR VALUE OF G N M A I I #080023
3.750% 12/20/26 AUGUST GNMA DUE 9/20/24
.00 .00 -218.91 .00 -3.56-215.3500 .000000 215.35
080023M
.00P
09/20/2024 36225CC20 310 INTEREST EARNED ON G N M A I I #080088
5.000% 6/20/27 $1 PV ON 12.3000 SHARES DUE
9/20/2024 AUGUST GNMA DUE 9/20/24
.00 .00 .00 .00 .00 .0000 .000000 12.30
080088M
.00I
09/20/2024 09/20/2024 09/20/2024 36225CC20 20 PAID DOWN PAR VALUE OF G N M A I I #080088
5.000% 6/20/27 AUGUST GNMA DUE 9/20/24
.00 .00 -91.75 .00 -1.96-89.7900 .000000 89.79
080088M
.00P
09/20/2024 36225CN28 310 INTEREST EARNED ON G N M A I I #080408
4.875% 5/20/30 $1 PV ON 69.9800 SHARES DUE
9/20/2024 AUGUST GNMA DUE 9/20/24
.00 .00 .00 .00 .00 .0000 .000000 69.98
080408M
.00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
14 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/20/2024 09/20/2024 09/20/2024 36225CN28 20 PAID DOWN PAR VALUE OF G N M A I I #080408
4.875% 5/20/30 AUGUST GNMA DUE 9/20/24
.00 .00 -223.53 .00 2.29-225.8200 .000000 225.82
080408M
.00P
09/20/2024 09/20/2024 09/20/2024 36225CNM4 20 PAID DOWN PAR VALUE OF G N M A I I #080395
4.875% 4/20/30 AUGUST GNMA DUE 9/20/24
.00 .00 -28.77 .00 .26-29.0300 .000000 29.03
080395M
.00P
09/20/2024 36225CNM4 310 INTEREST EARNED ON G N M A I I #080395
4.875% 4/20/30 $1 PV ON 7.4800 SHARES DUE
9/20/2024 AUGUST GNMA DUE 9/20/24
.00 .00 .00 .00 .00 .0000 .000000 7.48
080395M
.00I
09/20/2024 36225DCB8 310 INTEREST EARNED ON G N M A I I #080965
3.625% 7/20/34 $1 PV ON 46.0700 SHARES DUE
9/20/2024 AUGUST GNMA DUE 9/20/24
.00 .00 .00 .00 .00 .0000 .000000 46.07
080965M
.00I
09/20/2024 09/20/2024 09/20/2024 36225DCB8 20 PAID DOWN PAR VALUE OF G N M A I I #080965
3.625% 7/20/34 AUGUST GNMA DUE 9/20/24
.00 .00 -409.95 .00 .26-410.2100 .000000 410.21
080965M
.00P
09/20/2024 09/19/2024 09/20/2024 93114EJW8 10 PURCHASED PAR VALUE OF WALMART INC DISC
COML C P 9/30/24 /BARCLAYS CAPITAL INC.
FIXED IN/3,875,000 PAR VALUE AT 99.86750013 %
.00 .00 3,869,865.63 .00 .00 3,875,000.0000 .998675 -3,869,865.63 .00P
09/23/2024 3137EAEX3 310 INTEREST EARNED ON F H L M C M T N
0.375% 9/23/25 $1 PV ON 7660000.0000 SHARES
DUE 9/23/2024
.00 .00 .00 .00 .00 .0000 .000000 14,362.50 .00I
09/23/2024 09/23/2024 09/23/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 419,862.50 .00 .00 419,862.5000 1.000000 -419,862.50
FGZXX
.00P
09/23/2024 09/23/2024 09/23/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 96,449.51 .00 .00 96,449.5100 1.000000 -96,449.51
FGZXX
.00P
09/23/2024 09/21/2024 09/23/2024 43815GAC3 20 PAID DOWN PAR VALUE OF HONDA AUTO REC
0.880% 1/21/26
.00 .00 -95,902.89 .00 20.22-95,923.1100 .000000 95,923.11
HAR0826
.00P
09/23/2024 43815GAC3 310 INTEREST EARNED ON HONDA AUTO REC
0.880% 1/21/26 $1 PV ON 526.4000 SHARES DUE
9/21/2024 $0.00073/PV ON 717,814.21 PV DUE
9/21/24
.00 .00 .00 .00 .00 .0000 .000000 526.40
HAR0826
.00I
09/23/2024 6698M4JP8 310 INTEREST EARNED ON NOVARTIS FIN CORP
DISC C P 9/23/24 $1 PV ON 375000.0000 SHARES
DUE 9/23/2024 375,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 595.83 .00I
09/23/2024 09/23/2024 09/23/2024 6698M4JP8 20 MATURED PAR VALUE OF NOVARTIS FIN CORP
DISC C P 9/23/24 375,000 PAR VALUE AT 100 %
.00 .00 -374,404.17 .00 .00-375,000.0000 1.000000 374,404.17 .00P
09/23/2024 89236TJZ9 310 INTEREST EARNED ON TOYOTA MOTOR MTN
3.050% 3/22/27 $1 PV ON 2000000.0000 SHARES
DUE 9/22/2024
.00 .00 .00 .00 .00 .0000 .000000 30,500.00 .00I
09/25/2024 05592XAD2 310 INTEREST EARNED ON BMW VEH OWNER TR
5.470% 2/25/28 $1 PV ON 6450.0400 SHARES DUE
9/25/2024 $0.00456/PV ON 1,415,000.00 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 6,450.04
BVO5428
.00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
15 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/25/2024 313384H36 310 INTEREST EARNED ON F H L B DISC NTS
9/25/24 $1 PV ON 1200000.0000 SHARES DUE
9/25/2024 1,200,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 3,466.67 .00I
09/25/2024 09/25/2024 09/25/2024 313384H36 20 MATURED PAR VALUE OF F H L B DISC NTS
9/25/24 1,200,000 PAR VALUE AT 100 %
.00 .00 -1,196,533.33 .00 .00-1,200,000.0000 1.000000 1,196,533.33 .00P
09/25/2024 09/25/2024 09/25/2024 3136AJZP4 20 PAID DOWN PAR VALUE OF F N M A GTD REMIC
1.500% 4/25/29
.00 .00 -23,761.30 2,248.82 .00-26,010.1200 .000000 26,010.12 .00P
09/25/2024 3136AJZP4 310 INTEREST EARNED ON F N M A GTD REMIC
1.500% 4/25/29 $1 PV ON 1324.2800 SHARES DUE
9/25/2024 $0.00125/PV ON 1,059,424.56 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 1,324.28 .00I
09/25/2024 31371NUC7 310 INTEREST EARNED ON F N M A #257179 4.500%
4/01/28 $1 PV ON 11.6000 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 11.60
257179A
.00I
09/25/2024 09/25/2024 09/25/2024 31371NUC7 20 PAID DOWN PAR VALUE OF F N M A #257179
4.500% 4/01/28 AUGUST FNMA DUE 9/25/24
.00 .00 -104.14 .00 -5.67-98.4700 .000000 98.47
257179A
.00P
09/25/2024 31376KT22 310 INTEREST EARNED ON F N M A #357969 5.000%
9/01/35 $1 PV ON 135.8500 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 135.85
357969A
.00I
09/25/2024 09/25/2024 09/25/2024 31376KT22 20 PAID DOWN PAR VALUE OF F N M A #357969
5.000% 9/01/35 AUGUST FNMA DUE 9/25/24
.00 .00 -258.32 .00 -18.02-240.3000 .000000 240.30
357969A
.00P
09/25/2024 09/25/2024 09/25/2024 3137BFE98 20 PAID DOWN PAR VALUE OF F H L B GTD REMIC
3.171% 10/25/24
.00 .00 -1,907,761.64 .00 -134,259.64-1,773,502.0000 .000000 1,773,502.00 .00P
09/25/2024 3137BFE98 310 INTEREST EARNED ON F H L B GTD REMIC
3.171% 10/25/24 $1 PV ON 8988.2500 SHARES DUE
9/25/2024 $0.00264/PV ON 3,401,419.50 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 8,988.25 .00I
09/25/2024 3137BSRE5 310 INTEREST EARNED ON F H L M C MLTCL MTG
3.120% 9/25/26 $1 PV ON 13000.0000 SHARES DUE
9/25/2024 $0.00260/PV ON 5,000,000.00 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 13,000.00 .00I
09/25/2024 3137FETN0 310 INTEREST EARNED ON F H L M C MLTCL MT
3.350% 1/25/28 $1 PV ON 15186.6600 SHARES DUE
9/25/2024 $0.00279/PV ON 5,440,000.00 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 15,186.66
FHL0428B
.00I
09/25/2024 3137FG6X8 310 INTEREST EARNED ON F H L M C MLTCL MT
3.850% 5/25/28 $1 PV ON 23260.4100 SHARES DUE
9/25/2024 $0.00321/PV ON 7,250,000.00 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 23,260.41
FHL3828B
.00I
09/25/2024 3138EG6F6 310 INTEREST EARNED ON F N M A #AL0869
4.500% 6/01/29 $1 PV ON 8.6100 SHARES DUE
9/25/2024 AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 8.61
AL0869A
.00I
09/25/2024 09/25/2024 09/25/2024 3138EG6F6 20 PAID DOWN PAR VALUE OF F N M A #AL0869
4.500% 6/01/29 AUGUST FNMA DUE 9/25/24
.00 .00 -77.43 .00 -4.22-73.2100 .000000 73.21
AL0869A
.00P
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
16 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/25/2024 09/25/2024 09/25/2024 31394JY35 20 PAID DOWN PAR VALUE OF F H L M C MLTCL MT
6.49999% 9/25/43
.00 .00 -6,719.79 .00 -786.20-5,933.5900 .000000 5,933.59
FHL9543
.00P
09/25/2024 31394JY35 310 INTEREST EARNED ON F H L M C MLTCL MT
6.49999% 9/25/43 $1 PV ON 1786.3100 SHARES
DUE 9/25/2024 $0.00542/PV ON 329,780.04 PV
DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 1,786.31
FHL9543
.00I
09/25/2024 09/25/2024 09/25/2024 31397QRE0 20 PAID DOWN PAR VALUE OF F N M A GTD REMIC
2.472% 2/25/41
.00 .00 -362.72 .00 .11-362.8300 336.942122 362.83
FNM2841
.00P
09/25/2024 31397QRE0 310 INTEREST EARNED ON F N M A GTD REMIC
2.472% 2/25/41 $1 PV ON 316.8800 SHARES DUE
9/25/2024 $0.00512/PV ON 61,897.28 PV DUE
9/25/24
.00 .00 .00 .00 .00 .0000 .000000 316.88
FNM2841
.00I
09/25/2024 31403DJZ3 310 INTEREST EARNED ON F N M A #745580 5.000%
6/01/36 $1 PV ON 140.7200 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 140.72
745580A
.00I
09/25/2024 09/25/2024 09/25/2024 31403DJZ3 20 PAID DOWN PAR VALUE OF F N M A #745580
5.000% 6/01/36 AUGUST FNMA DUE 9/25/24
.00 .00 -494.52 .00 -34.50-460.0200 .000000 460.02
745580A
.00P
09/25/2024 31403GXF4 310 INTEREST EARNED ON F N M A #748678 5.000%
10/01/33 $1 PV ON 1.8100 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 1.81
748678A
.00I
09/25/2024 09/25/2024 09/25/2024 31403GXF4 20 PAID DOWN PAR VALUE OF F N M A #748678
5.000% 10/01/33 AUGUST FNMA DUE 9/25/24
.00 .00 -3.53 .00 -.25-3.2800 .000000 3.28
748678A
.00P
09/25/2024 31406PQY8 310 INTEREST EARNED ON F N M A #815971 5.000%
3/01/35 $1 PV ON 183.4100 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 183.41
815971A
.00I
09/25/2024 09/25/2024 09/25/2024 31406PQY8 20 PAID DOWN PAR VALUE OF F N M A #815971
5.000% 3/01/35 AUGUST FNMA DUE 9/25/24
.00 .00 -338.63 .00 -23.63-315.0000 .000000 315.00
815971A
.00P
09/25/2024 31406XWT5 310 INTEREST EARNED ON F N M A #823358 5.959%
2/01/35 $1 PV ON 63.8700 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 63.87
823358A
.00I
09/25/2024 09/25/2024 09/25/2024 31406XWT5 20 PAID DOWN PAR VALUE OF F N M A #823358
5.959% 2/01/35 AUGUST FNMA DUE 9/25/24
.00 .00 -81.32 .00 .64-81.9600 .000000 81.96
823358A
.00P
09/25/2024 31407BXH7 310 INTEREST EARNED ON F N M A #826080 5.000%
7/01/35 $1 PV ON 26.7800 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 26.78
826080A
.00I
09/25/2024 09/25/2024 09/25/2024 31407BXH7 20 PAID DOWN PAR VALUE OF F N M A #826080
5.000% 7/01/35 AUGUST FNMA DUE 9/25/24
.00 .00 -50.88 .00 -3.55-47.3300 .000000 47.33
826080A
.00P
09/25/2024 31410F4V4 310 INTEREST EARNED ON F N M A #888336 5.000%
7/01/36 $1 PV ON 233.3300 SHARES DUE 9/25/2024
AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 233.33
888336A
.00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
CUSIP
Page:
Print Date:
17 of 19
10/02/2024 at 3:07:02 pm
Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/25/2024 09/25/2024 09/25/2024 31410F4V4 20 PAID DOWN PAR VALUE OF F N M A #888336
5.000% 7/01/36 AUGUST FNMA DUE 9/25/24
.00 .00 -828.52 .00 -57.80-770.7200 .000000 770.72
888336A
.00P
09/25/2024 31417YAY3 310 INTEREST EARNED ON F N M A #MA0022
4.500% 4/01/29 $1 PV ON 14.0900 SHARES DUE
9/25/2024 AUGUST FNMA DUE 9/25/24
.00 .00 .00 .00 .00 .0000 .000000 14.09
MA0022A
.00I
09/25/2024 09/25/2024 09/25/2024 31417YAY3 20 PAID DOWN PAR VALUE OF F N M A #MA0022
4.500% 4/01/29 AUGUST FNMA DUE 9/25/24
.00 .00 -92.42 .00 -5.03-87.3900 .000000 87.39
MA0022A
.00P
09/25/2024 09/25/2024 09/25/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 1,832,920.60 .00 .00 1,832,920.6000 1.000000 -1,832,920.60
FGZXX
.00P
09/25/2024 09/25/2024 09/25/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 1,246,198.52 .00 .00 1,246,198.5200 1.000000 -1,246,198.52
FGZXX
.00P
09/27/2024 09/27/2024 3135G0X24 301 RECEIVED ACCRUED INTEREST ON SALE OF F N
M A 1.625% 1/07/25
.00 .00 .00 .00 .00 .0000 .000000 13,541.67 .00I
09/27/2024 09/26/2024 09/27/2024 3135G0X24 20 SOLD PAR VALUE OF F N M A 1.625%
1/07/25 /NMRIUS33 NOMURA SECS INTL
NY/3,750,000 PAR VALUE AT 99.1574 %
.00 .00 -3,863,812.50 .00 -145,410.00-3,750,000.0000 .991574 3,718,402.50 .00P
09/27/2024 09/27/2024 3137EAEP0 301 RECEIVED ACCRUED INTEREST ON SALE OF F H
L M C 1.500% 2/12/25
.00 .00 .00 .00 .00 .0000 .000000 9,750.00 .00I
09/27/2024 09/26/2024 09/27/2024 3137EAEP0 20 SOLD PAR VALUE OF F H L M C 1.500%
2/12/25 /TORONTO DOMINION SECURITIES
(U/5,200,000 PAR VALUE AT 98.8358 %
.00 .00 -5,356,052.00 .00 -216,590.40-5,200,000.0000 .988358 5,139,461.60 .00P
09/27/2024 09/27/2024 09/27/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 4,336,114.41 .00 .00 4,336,114.4100 1.000000 -4,336,114.41
FGZXX
.00P
09/27/2024 09/27/2024 09/27/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 13,403,676.87 .00 .00 13,403,676.8700 1.000000 -13,403,676.87
FGZXX
.00P
09/27/2024 09/27/2024 44935FAD6 301 RECEIVED ACCRUED INTEREST ON SALE OF
HYUNDAI AUTO REC TR 0.740% 5/15/26
.00 .00 .00 .00 .00 .0000 .000000 92.81
HAR0726
.00I
09/27/2024 09/26/2024 09/27/2024 44935FAD6 20 SOLD PAR VALUE OF HYUNDAI AUTO REC TR
0.740% 5/15/26 /J.P. MORGAN SECURITIES
LLC/376,264.43 PAR VALUE AT 98.98046701 %
.00 .00 -376,180.45 .00 -3,752.16-376,264.4300 .989805 372,428.29
HAR0726
.00P
09/27/2024 09/27/2024 09/27/2024 459052H58 20 MATURED PAR VALUE OF INTL BK DISC NTS
9/27/24 4,150,000 PAR VALUE AT 100 %
.00 .00 -4,136,812.22 13,187.78 .00-4,150,000.0000 1.000000 4,150,000.00 .00P
09/27/2024 09/27/2024 09/27/2024 91058TJW7 10 PURCHASED PAR VALUE OF UNITEDHEALTH
GROUP INC C P 9/30/24 /J.P. MORGAN
SECURITIES LLC/922,000 PAR VALUE AT 99.96 %
.00 .00 921,631.20 .00 .00 922,000.0000 .999600 -921,631.20 .00P
09/30/2024 14912DJW0 310 INTEREST EARNED ON CATERPILLAR FINL SVCS
C P 9/30/24 $1 PV ON 18100000.0000 SHARES DUE
9/30/2024 18,100,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 24,183.61 .00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
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Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/30/2024 09/30/2024 09/30/2024 14912DJW0 20 MATURED PAR VALUE OF CATERPILLAR FINL
SVCS C P 9/30/24 18,100,000 PAR VALUE AT 100 %
.00 .00 -18,075,816.39 .00 .00-18,100,000.0000 1.000000 18,075,816.39 .00P
09/30/2024 3130AQD59 310 INTEREST EARNED ON F H L B DEB 1.000%
9/30/24 $1 PV ON 500000.0000 SHARES DUE
9/30/2024
.00 .00 .00 .00 .00 .0000 .000000 1,250.00 .00I
09/30/2024 09/30/2024 09/30/2024 3130AQD59 20 MATURED PAR VALUE OF F H L B DEB
1.000% 9/30/24 500,000 PAR VALUE AT 100 %
.00 .00 -498,526.00 1,474.00 .00-500,000.0000 1.000000 500,000.00 .00P
09/30/2024 313396H89 310 INTEREST EARNED ON F H L M C DISC NT
9/30/24 $1 PV ON 2500000.0000 SHARES DUE
9/30/2024 2,500,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 8,958.33 .00I
09/30/2024 09/30/2024 09/30/2024 313396H89 20 MATURED PAR VALUE OF F H L M C DISC NT
9/30/24 2,500,000 PAR VALUE AT 100 %
.00 .00 -2,491,041.67 .00 .00-2,500,000.0000 1.000000 2,491,041.67 .00P
09/30/2024 09/30/2024 09/30/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 21,736,457.52 .00 .00 21,736,457.5200 1.000000 -21,736,457.52
FGZXX
.00P
09/30/2024 09/30/2024 09/30/2024 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD
CL Z
.00 .00 5,257,745.61 .00 .00 5,257,745.6100 1.000000 -5,257,745.61
FGZXX
.00P
09/30/2024 09/27/2024 362585AC5 301 RECEIVED ACCRUED INTEREST ON SALE OF GM
FIN CONS AUT 3.100% 2/16/27
.00 .00 .00 .00 .00 .0000 .000000 1,327.87
GFC3427
.00I
09/30/2024 09/26/2024 09/27/2024 362585AC5 20 SOLD PAR VALUE OF GM FIN CONS AUT
3.100% 2/16/27 /CRLYUS33 CALYON
NY/1,401,857.9 PAR VALUE AT 99.14062688 %
.00 .00 -1,401,564.91 .00 -11,754.20-1,401,857.9000 .991406 1,389,810.71
GFC3427
.00P
09/30/2024 09/27/2024 448977AD0 301 RECEIVED ACCRUED INTEREST ON SALE OF
HYUNDAI AUTO REC 2.220% 10/15/26
.00 .00 .00 .00 .00 .0000 .000000 1,500.92
HAR2226
.00I
09/30/2024 09/26/2024 09/27/2024 448977AD0 20 SOLD PAR VALUE OF HYUNDAI AUTO REC
2.220% 10/15/26 /CRLYUS33 CALYON
NY/2,028,264.64 PAR VALUE AT 98.86718924 %
.00 .00 -2,028,186.56 .00 -22,898.32-2,028,264.6400 .988672 2,005,288.24
HAR2226
.00P
09/30/2024 09/27/2024 47787JAC2 301 RECEIVED ACCRUED INTEREST ON SALE OF
JOHN DEERE OWNER 2.320% 9/15/26
.00 .00 .00 .00 .00 .0000 .000000 992.32
JDO2326
.00I
09/30/2024 09/26/2024 09/27/2024 47787JAC2 20 SOLD PAR VALUE OF JOHN DEERE OWNER
2.320% 9/15/26 /SOGEFRPPHCM SOCIETE GEN
PARIS/1,283,172.17 PAR VALUE AT 98.81640747 %
.00 .00 -1,282,888.32 .00 -14,903.68-1,283,172.1700 .988164 1,267,984.64
JDO2326
.00P
09/30/2024 09/27/2024 47789QAC4 301 RECEIVED ACCRUED INTEREST ON SALE OF
JOHN DEERE OWN 0.520% 3/16/26
.00 .00 .00 .00 .00 .0000 .000000 103.68
JDO0926
.00I
09/30/2024 09/26/2024 09/27/2024 47789QAC4 20 SOLD PAR VALUE OF JOHN DEERE OWN
0.520% 3/16/26 /SOGEFRPPHCM SOCIETE GEN
PARIS/598,143.9 PAR VALUE AT 98.76172439 %
.00 .00 -598,090.53 .00 -7,353.30-598,143.9000 .987617 590,737.23
JDO0926
.00P
09/30/2024 91058TJW7 310 INTEREST EARNED ON UNITEDHEALTH GROUP
INC C P 9/30/24 $1 PV ON 922000.0000 SHARES
DUE 9/30/2024 922,000 PAR VALUE AT 100 %
.00 .00 .00 .00 .00 .0000 .000000 368.80 .00I
Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount
Long TermShort TermMiscSECTranTicker
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Data From:
Thru:
09/01/2024
09/30/2024
Net CashPort
P/I
OCSD LONG-TERM PORTFOLIO6745046601
U.S. Bank Pivot
Transaction History Without Totals
By Account Id, Post Date
09/30/2024 09/30/2024 09/30/2024 91058TJW7 20 MATURED PAR VALUE OF UNITEDHEALTH
GROUP INC C P 9/30/24 922,000 PAR VALUE AT
100 %
.00 .00 -921,631.20 .00 .00-922,000.0000 1.000000 921,631.20 .00P
09/30/2024 91282CAM3 310 INTEREST EARNED ON U S TREASURY NT
0.250% 9/30/25 $1 PV ON 6500000.0000 SHARES
DUE 9/30/2024
.00 .00 .00 .00 .00 .0000 .000000 8,125.00 .00I
09/30/2024 91282CBT7 310 INTEREST EARNED ON U S TREASURY NT
0.750% 3/31/26 $1 PV ON 10000000.0000 SHARES
DUE 9/30/2024
.00 .00 .00 .00 .00 .0000 .000000 37,500.00
UST0026A
.00I
09/30/2024 91282CFM8 310 INTEREST EARNED ON U S TREASURY NT
4.125% 9/30/27 $1 PV ON 10925000.0000 SHARES
DUE 9/30/2024
.00 .00 .00 .00 .00 .0000 .000000 225,328.13
UST4127
.00I
09/30/2024 91282CGT2 310 INTEREST EARNED ON U S TREASURY NT
3.625% 3/31/28 $1 PV ON 20000000.0000 SHARES
DUE 9/30/2024
.00 .00 .00 .00 .00 .0000 .000000 362,500.00 .00I
09/30/2024 91282CJA0 310 INTEREST EARNED ON U S TREASURY NT
4.625% 9/30/28 $1 PV ON 20000000.0000 SHARES
DUE 9/30/2024
.00 .00 .00 .00 .00 .0000 .000000 462,500.00 .00I
09/30/2024 93114EJW8 310 INTEREST EARNED ON WALMART INC DISC
COML C P 9/30/24 $1 PV ON 3875000.0000
SHARES DUE 9/30/2024 3,875,000 PAR VALUE AT
100 %
.00 .00 .00 .00 .00 .0000 .000000 5,134.37 .00I
09/30/2024 09/30/2024 09/30/2024 93114EJW8 20 MATURED PAR VALUE OF WALMART INC DISC
COML C P 9/30/24 3,875,000 PAR VALUE AT 100 %
.00 .00 -3,869,865.63 .00 .00-3,875,000.0000 1.000000 3,869,865.63 .00P
Account Ending Cash Principal Cash: -87,478,445.73 Income Cash: 87,478,445.73 Total Cash: 0.00
* * * * * E n d O f R e p o r t * * * * *
OPERATIONS COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3877 Agenda Date:10/23/2024 Agenda Item No:6.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
CENGEN COOLING WATER PIPE REPLACEMENT AT PLANT NO. 2, PROJECT NO. FE20-04
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve a Task Order limit increase of $70,000 to the Professional Design Services Agreement with
Dudek to provide professional engineering services for CenGen Cooling Water Pipe Replacement at
Plant No.2,Project No.FE20-04,Task Order No.FE18-00-03-03,for a total amount not to exceed
$370,000.
BACKGROUND
The Orange County Sanitation District’s (OC San)Central Power Generation System (CenGen)at
Plant No.2 was constructed in the early 1990’s to generate electricity using digester gas.During
normal operating conditions,CenGen supplies 100%of the electricity needed to run Plant No.2
operations.Cooling water is used to keep the CenGen engines from overheating.The cooling water
is highly corrosive and has caused the existing metallic piping to develop leaks.This project will
replace the existing CenGen cooling water piping and all associated instruments and appurtenances.
Dudek was selected as part of a competitive,qualifications-based Task Order solicitation process to
design and provide construction support services for CenGen Cooling Water Pipe Replacement at
Plant No.2,Project No.FE20-04.The replacement of the cooling water instruments was added as a
Task Order amendment.
RELEVANT STANDARDS
·Sound engineering and accounting practices, complying with local, state, and federal laws
·Ensure the public’s money is wisely spent
PROBLEM
The FE20-04 construction project is behind schedule due to delays caused by the contractor.As a
result,the original budget is insufficient to cover the extended project timeline.Also,the decision to
replace the old cooling water instruments instead of reusing them used up more of the design budget
and made construction support more complex.As a result,the remaining funds allocated for the
Consultant are not enough to complete the necessary construction,commissioning,and close-out
Orange County Sanitation District Printed on 10/17/2024Page 1 of 3
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File #:2024-3877 Agenda Date:10/23/2024 Agenda Item No:6.
Consultant are not enough to complete the necessary construction,commissioning,and close-out
services.
This Task Order was awarded on May 18,2021,under the Annual Professional Design Services
Agreement,Contact No.FE18-00-03.The Task Order has already been authorized up to the
contractual limit of $300,000 and the current authorized amount is insufficient to complete the work.
PROPOSED SOLUTION
Increase the Task Order amount by $70,000 to the total of $370,000.
TIMING CONCERNS
The construction phase is ongoing,and the Task Order authorized limit has been met.If this
increased limit is not approved,we may run out of budget to provide the remaining task order
services to support construction.
RAMIFICATIONS OF NOT TAKING ACTION
The current budget allocated in the Task Order Services Agreement will not be enough to cover the
remaining construction support work.OC San will need to utilize staff or other services to complete
the project.
PRIOR COMMITTEE/BOARD ACTIONS
June 2018 -Approved Annual Professional Design Services Agreements with the following firms for
professional engineering design and construction support services commencing July 1,2018 with a
maximum annual fiscal year contract limitation not to exceed $600,000 for each Professional Design
Services Agreements; and approved two additional one-year optional extensions for each PDSA.
ADDITIONAL INFORMATION
The Contract issued under Task Order No.FE18-00-03-03 has a limit of $300,000 unless the Board
of Directors approves a higher amount.Although the general task order limit was recently increased
to $500,000 when OC San adopted Purchasing Ordinance OC SAN-61,this contract was not
updated.Since this increase exceeds the Task Order limit,Board authorization is required to amend
this Task Order.Since the Task Order allowed for a $300,000 limit with Board authorization,an
amendment to Contract FE18-00-03 is not required.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 49,CIP Projects,Small
Construction Projects Program M-FE) and the budget is sufficient for the recommended action.
Orange County Sanitation District Printed on 10/17/2024Page 2 of 3
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File #:2024-3877 Agenda Date:10/23/2024 Agenda Item No:6.
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:lb
Orange County Sanitation District Printed on 10/17/2024Page 3 of 3
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OPERATIONS COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3878 Agenda Date:10/23/2024 Agenda Item No:7.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
ON-CALL MAINTENANCE AND REPAIR MASTER SERVICES CONTRACTS -SPECIFICATION
NO. S-2024-1447BD
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve Master Services Contracts to provide on-call maintenance and repair services,
Specification No. S-2024-1447BD, for a one-year period effective December 1, 2024, through
November 30, 2025, with two (2) one-year renewal options in accordance with Ordinance No.
OC SAN-61, Section 2.03(F) with the qualified firms listed below for task order bids less than
$500,000:
License A:
1. Charles King Company
2. Filanc
3. Jamison Engineering Contractors, Inc.
4. Kiewit Infrastructure West Co.
5. O’Connell Engineering & Construction, Inc.
6. Tharsos, Inc.
7. Vicon Enterprise Inc.
8. W.A. Rasic Construction Company, Inc.
License C-10:
1. Baker Electric & Renewables, LLC
2. Big Sky Electric, Inc.
3. LEED Electric, Inc.
4. Vistam, Inc.
License C-20:
1. Creative Air Mechanical Services
2. F.M. Thomas Air Conditioning, Inc.
3. Zia Degrees, Inc.
B. Authorize the General Manager, or designee, to add or delete firms as necessary to maintain a
qualified base of firms in accordance with Specification No. S-2024 1447BD.
Orange County Sanitation District Printed on 10/17/2024Page 1 of 4
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File #:2024-3878 Agenda Date:10/23/2024 Agenda Item No:7.
BACKGROUND
The objective of the Maintenance &Repair Services Program is to provide a Task-Order based
procurement process that allows the Orange County Sanitation District (OC San)to expedite repair
services on OC San assets.These master services contracts will also benefit OC San by providing
ready access and agreed-upon response terms for urgent and emergency repairs.This procurement
process is not intended to operate on a rotational basis.The successful Contractors selected from
the Request for Qualification (RFQ)process will be offered the opportunity to bid on individual Task
Orders.Task Order Bids will be awarded to the lowest responsive bidder.Task Orders will vary in
cost not to exceed $500,000,in accordance with Ordinance No.OC SAN-61,Section 2.03 (F).
Maintenance and Repair Projects with estimates exceeding $500,000 (including change orders)will
be submitted through the formal bid procurement process (i.e.,design/bid/award/repair),including
Operations Committee/Board approval pursuant to OC San’s Purchasing Ordinance.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
PROBLEM
OC San’s Purchasing Ordinance allows selection of Master Contracts for providing maintenance and
repair services to improve its efficiency in procuring goods and services required by OC San.The
current Master Services Contracts to provide on-call maintenance and repair services is set to expire
on November 30, 2024.
PROPOSED SOLUTION
Select qualified firms using the RFQ process to perform maintenance &repair services on a Task-
Order basis by offering the opportunity to bid on individual Task Orders.
TIMING CONCERNS
The existing Master Services Contracts expire November 30, 2024.
RAMIFICATIONS OF NOT TAKING ACTION
OC San will not have on-call contracts to expedite procurement of facility maintenance and repair
services,which would hamper the ability to make timely repairs and ensure the reliability of our
collection system and treatment plants.
PRIOR COMMITTEE/BOARD ACTIONS
September 2021 -Approved Master Services Contracts to provide on-call maintenance and repair
services,Specification No.S-2021-1234BD,for a one-year period effective December 1,2021
through November 30,2022,with two,one-year renewal options,in accordance with Ordinance No.
Orange County Sanitation District Printed on 10/17/2024Page 2 of 4
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File #:2024-3878 Agenda Date:10/23/2024 Agenda Item No:7.
through November 30,2022,with two,one-year renewal options,in accordance with Ordinance No.
OC SAN-56,Section 2.03(F),with the seven qualified firms,for bids less than $300,000:1.Jamison
Engineering Contractor,Inc.;2.Charles King Company;3.J.R.Filanc Construction Company,Inc.;4.
Shimmick Construction Company,Inc.;5.W.A.Rasic Construction Company,Inc.;6.Kiewit
Infrastructure West Co.;7.O’Connell Engineering &Construction,Inc.;and authorized the General
Manager to add or delete firms as necessary to maintain a qualified base of up to seven firms in
accordance with Specification No. S-2021-1234BD.
ADDITIONAL INFORMATION
An RFQ was issued on April 17,2024,via PlanetBids.A non-mandatory pre-qualifications meeting
was conducted at OC San facilities on May 2,2024.Statements of Qualifications (SOQ)were due
on May 30,2024.OC San received 20 SOQs,which are valid for 180 calendar days from the SOQ
due date.One proposal,Climate Pro Mechanical,was found to be non-responsive as they did not
submit their technical response and instead only uploaded the required forms.
1.Vicon Enterprise Inc.
2.W.A. Rasic Construction Company, Inc.
3.Baker Electric & Renewables LLC
4.Tiano Construction Inc.
5.Tharsos, Inc.
6.M. Brey, Inc dba MBE Construction
7.Kiewit Infrastructure West Co.
8.Filanc
9.Jamison Engineering Contractors, Inc.
10.LEED Electric, Inc.
11.Charles King Company
12.Inter-Pacific, Inc
13.Creative Air Mechanical Services
14.F.M. Thomas Air Conditioning, Inc.
15.O'Connell Engineering & Construction, Inc
16.Big Sky Electric, Inc.
17.Zia Degrees, Inc.
18.OC&C Construction
19.Vistam, Inc.
Due to the nature of the task order bids in the past,staff needed “A”Contractors as well as “C-10”&
“C-20”licensed Contractors.The Respondents were required to state which license type they were
submitting an SOQ for and based on the evaluation results,Respondents were categorized by
license type for award.
The 19 responsive Respondents were first evaluated on a pass/fail basis as required per the RFQ,
based on the following two categories:(1)financial history,and (2)safety record.Each of the 19
Respondent’s financial history and safety records were evaluated pursuant to the criteria established
in the RFQ and all 19 Respondents were deemed responsive.A five-member panel reviewed,
evaluated,and ranked the 19 Respondent’s SOQs based upon the following three categories:(1)
qualifications of the firm,(2)staff qualifications,and (3)related experience in maintenance and repair
services.Staff reviewed and ranked the proposals,and the following table summarizes the results ofOrange County Sanitation District Printed on 10/17/2024Page 3 of 4
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File #:2024-3878 Agenda Date:10/23/2024 Agenda Item No:7.
services.Staff reviewed and ranked the proposals,and the following table summarizes the results of
the rankings:
Rank Proposer Subtotal Score (Max 100%)
1 Kiewit Infrastructure West Co.89%
2 Filanc 89%
3 Jamison Engineering Contractors, Inc.85%
4 LEED Electric, Inc.84%
5 Charles King Company, Inc.78%
6 W.A. Rasic Construction Company, Inc.76%
7 Baker Electric & Renewables LLC 76%
8 Tharsos, Inc.75%
9 Big Sky Electric, Inc.75%
10 Vicon Enterprise Inc.71%
11 F.M. Thomas Air Conditioning, Inc.70%
12 O'Connell Engineering & Construction, Inc.67%
13 Creative Air Mechanical Services 60%
14 Zia Degrees, Inc.56%
15 Vistam, Inc.56%
16 M. Brey, Inc dba MBE Construction 46%
17 OC&C Construction 30%
18 Tiano Construction, Inc.23%
19 Inter-Pacific, Inc.16%
Based on the results,staff recommends approving Master Services Contracts with the top 15 ranked
Contractors (Proposers).
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 16,Repair &Maintenance)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:
·Master Services Contracts
·Presentation
Orange County Sanitation District Printed on 10/17/2024Page 4 of 4
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Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Charles King Company (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Steven Radaich Vice President Charles King Company 2841 Gardena Ave. Signal Hill, CA 90755 steve@ckc.co 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager CHARLES KING COMPANY Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Filanc (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: David J. Kiess Vice President Filanc 740 N Andreasen Dr. Escondido, CA 92029 dkiess@filanc.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager FILANC Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Jamison Engineering Contractors, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Kathy Jamison Vice President/Secretary Jamison Engineering Contractors, Inc. 2525 S. Yale St. Santa Ana, CA 92704 jamisoneng@msn.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager JAMISON ENGINEERING CONTRACTORS, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Kiewit Infrastructure West Co. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Stan M. Driver Senior Vice President Kiewit Infrastructure West Co. 10704 Shoemaker Ave. Santa Fe Springs, CA 90670 stan.driver@kiewit.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager KIEWIT INFRASTRUCTURE WEST CO. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and O’Connell Engineering & Construction, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Rhonda O’Connell President O’Connell Engineering & Construction, Inc. 36572 Deauville Rd. Winchester, CA 92596 Rhonda@oconnelleng.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager O’CONNELL ENGINEERING & CONSTRUCTION, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Tharsos Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Michael Lopez President Tharsos Inc. 7839 University Ave., Suite 210 La Mesa, CA 91942 mlopez@tharsosinc.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager THARSOS INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Vicon Enterprise Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Telvis Artis President Vicon Enterprise Inc. 5433 E Spyglass Way Anaheim, CA 92807 tartis@vicon.io 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager VICON ENTERPRISE INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
Master Services Contract 1 of 21 Specification No. S-2024-1447BD Revision 032824
MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and W.A. Rasic Construction Company, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Peter L. Rasic President W.A. Rasic Construction Company, Inc. 4150 Long Beach Blvd. Long Beach, CA 90807 prasic@warasic.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager W.A. RASIC CONSTRUCTION COMPANY, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Baker Electric & Renewables LLC (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Harold Carlisle Sr. Director – Service & Special Projects Baker Electric & Renewables LLC 1298 Pacific Oaks Place Escondido, CA 92029 hcarlisle@baker-electric.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager BAKER ELECTRIC & RENEWABLES LLC Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Big Sky Electric, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Chris Livingston Vice President Big Sky Electric, Inc. 310 McArthur Way, Suite A Upland, CA 91786 clivingston@bigskyelectric.com
36.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager BIG SKY ELECTRIC, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and LEED Electric, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Seyed A. Jamali Dinan CEO LEED Electric, Inc. 13138 Arctic Circle Santa Fe Springs, CA 90670 sdinan@leedelectric.com
36.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager LEED ELECTRIC, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and VISTAM, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Ivan Kevin S. Fronda Associate Vice President VISTAM, Inc. 16037 Avenida San Miguel La Mirada, CA 90638 ivan@vistam.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager VISTAM, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Creative Air Mechanical Services, LLC (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Chris Rochon Partner Creative Air Mechanical Services, LLC 6316 Seawalk Drive Playa Vista, CA 90094 chris@creativeairmechanical.com
36.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager CREATIVE AIR MECHANICAL SERVICES, LLC Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and F.M. Thomas Air Conditioning, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
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• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
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time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Tom Feyka President F.M. Thomas Air Conditioning, Inc. 231 Gemini Ave. Brea, CA 92821 tfeyka@fmthomas.com
36.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager F.M. THOMAS AIR CONDITIONING, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
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MASTER SERVICES CONTRACT Maintenance & Repair Services Specification No. S-2024-1447BD
This MASTER SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Zia Degrees, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Maintenance and Repair
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s
current Purchasing Ordinance; and WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized
execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows:
1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”. 1.2 All Task Order awarded under this Master Services Contract shall be incorporated by
reference and made part hereof, upon issuance of the Notice to Proceed of a Task Order. 1.3 The following exhibits are incorporated by reference and made part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows: Master Services Contract Exhibit “A” – Scope of Services
Master Services Contract Exhibit “B” – General Conditions Master Services Contract Exhibit “C” – Determined Insurance Requirement Form Master Services Contract Exhibit “D” – Contractor Safety Standards Master Services Contract Exhibit “E” – Human Resources Policies 1.4 In the event of any conflict or inconsistency between the provisions of this Contract, provisions of the Task Order(s) and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below:
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a. Master Services Contract Addenda – the last addendum issued will have the highest
precedence b. Master Services Contract, and any amendments thereto c. Master Services Contract Exhibit “A” – Scope of Services
d. Master Services Contract Exhibit “B” – General Conditions e. Master Services Contract Exhibit “C” – Determined Insurance Requirement Form f. Master Services Contract Exhibit “D” – Contractor Safety Standards g. Master Services Contract Exhibit “E” – Human Resources Policies h. Individual Task Order, inclusive of:
• Permits and other regulatory requirements
• Task Order Exhibit A - Scope of Services
1.5 The provisions of this Contract and exhibits hereto are applicable at the Task Order level. It is OC San’s intent that all use of the word “Contract” in Exhibit “A” and the Task Order Exhibits thereto shall also mean Task Order. 1.6 The provisions of this Contract and provisions of the Task Order(s) may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.7 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San.
1.8 The term “hours”, when used in this Contract, shall be defined in the Request for Task Order Bid, Exhibit “A” Task Order Scope of Services.
1.9 Days: Shall mean calendar days, unless otherwise noted.
1.10 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.11 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.12 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. 2. Scope of Services. 2.1 Contractor shall perform the Services according to the Master Services Contract Exhibit “A” – Scope of Services and as identified in the individual Task Order Scope of Services, all in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Services. OC San shall have the right to modify the individual Task Order Scope of Services at any time. All modifications must be made by an amendment or change order signed by both Parties. Refer to Master Services Contract
Exhibit “B” - General Conditions, including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the Work to be performed; (b) it understands the facilities, difficulties, and
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restrictions of the Work under this Contract; and (c) it has examined the site of the work
and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition materially differing from those inherent in the Work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of this Contract, Task Order(s) and the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on December 1, 2024, and continuing through November 30, 2025.
3.2 The Contract shall remain in effect until all Task Orders have been completed and accepted by OC San. Any Work or Services that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Contractor and the terms and conditions of this Contract shall continue in effect for that time.
3.3 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods as mutually agreed upon between both Parties. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to
renew it. 3.4 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties. 3.5 Task Order Extensions. The term of Task Order may be extended only by an amendment or change order signed by both Parties. Refer to Master Services Contract Exhibit “B” - General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY 4. Compensation. 4.1 The specific amount of compensation payable to the Contractor for services rendered on an individual Task Order, shall be established for each Task Order and shall not exceed Five Hundred Thousand Dollars ($500,000) per individual Task Order. The Contractor agrees and acknowledges that the execution of this Contract does not in any way
guarantee that a Task Order will be issued to the Contractor. Moreover, execution of this Contract shall not entitle the Contractor to any form of payment or compensation from OC San without OC San first having issued a written Task Order.
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the price provided under the individual Task Order.
5. Payments and Invoicing. 5.1 Each individual Task Order shall specify the method of payment to be used. Payment may be based on milestones, lump sum or monthly methods. 5.1.1 Milestones: Payments shall be made upon approval by OC San Project Manager or his designee, of invoices submitted for milestones completed as described in the Task Order. OC San, in its sole discretion, shall determine whether tasks and deliverables for each milestone has been satisfactorily completed.
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5.1.2 Lump Sum: Payment will be made in one lump sum after completion and
acceptance of the Services. OC San, at its sole discretion, shall be the determining party as to whether the Services has been satisfactorily completed.
5.1.3 Monthly: OC San shall pay monthly for Services rendered. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 OC San shall pay itemized invoices for Work completed in accordance with individual Task Order thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee.
5.3 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform Work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
Work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the Work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
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6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its
subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its
subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker
per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of
this Contract.”
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Contractor shall ensure that all its contracts with its subcontractors provide the provision
above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San 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. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations. If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, the Contractor is required to follow the
most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OC San, 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. Nothing contained in these insurance requirements is to be construed as limiting the liability of the Contractor or the Contractor’s Sureties.
12. Bonds. Contractor shall, before entering upon the performance of any Task Order awarded under this Contract, furnish bonds, if required as specified in an individual Request for Task
Order Bid. The form of each bond shall be provided in the Request for Task Order Bid. The bonds shall be approved by OC San’s General Counsel – one in the amount of one hundred percent (100%) of the Task Order amount, to guarantee the faithful performance of the Work,
and the other in the amount of one hundred percent (100%) of the Task Order amount, to guarantee payment of all claims for labor and materials furnished. Task Order shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Task Order and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds either (1) attach a power of attorney authorizing the person who executed the bond to do so for and on behalf of the insurer; or (2) must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety.
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The purpose of this requirement is to insure that the provisions of Code of Civil Procedure
Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OC San and its officers to approve the bond. 13. General Indemnification. The Contractor shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend and hold OC San, the ENGINEER, the CONSULTANT and its subconsultants, and each of their directors, officers, agents and employees, and all public entities issuing permits to the Contractor, free and harmless from and against all of the following: Any claim, suit or action of every name, kind, and description, loss, damage, cost, expenses,
including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage or expense, resulting from the construction or performance of the Work, design defects (if design originated by the Contractor only), defects in the Work, or by or on account of acts, errors or omissions of the Contractor or Contractor’s
Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Acceptance, including any of the same resulting from OC San’s alleged or actual acts, errors,
or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage or injuries occurring or discovered after completion of the Work, as well as during the progress of the Work. However, the Contractor
shall not be obligated under this Contract to indemnify OC San, the ENGINEER or its CONSULTANT(s) with respect to the active negligence, sole negligence or willful misconduct of OC San, the ENGINEER, or its CONSULTANT(s). In addition, if any action is brought against the Contractor or any Subcontractor to enforce a stop payment notice or Notice to Withhold, which names OC San as a party to said action, OC San shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements arising out of the defense of such action by OC San. OC San shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not. In any and all claims against the indemnified parties by an employee of the Contractor, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor, or any Subcontractor, or any Supplier or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts. The obligations of the Contractor as specified herein shall not extend to the liability of the ENGINEER, the CONSULTANT or its subconsultants, and each of their directors, officers, agents and employees, arising out of or resulting from or in connection with the preparation of approval of maps, Drawings, opinions, reports, surveys, designs or Specifications, provided that the foregoing was the sole and exclusive cause of the loss, damage or injury.
The Contractor shall also be responsible for and shall indemnify, defend and hold harmless OC San, the ENGINEER the CONSULTANT and its subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the
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Contractor to faithfully perform the Work and all of the Contractor’s obligations under the
Contract. Such costs, expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
In the event Contractor or its insurer refuses or fails to provide a legal defense to OC San after receiving written notice of the legal action and a tender and demand for defense, OC San shall have the right to select counsel of its own choice to represent all the interests of OC San at Contractor’s cost and expense. Contractor agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC San from any Contract amounts due and owing to Contractor until such time as a final determination is made as to the responsibility for payment of said fees and costs. Contractor further agrees that to the extent OC San incurs such damages and the damages exceed any remaining Contract amounts due
and owing to Contractor, Contractor shall reimburse OC San for all such additional damages upon demand by OC San for the same. Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. 14. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract and any Task Order, Contractor and its
officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract and any Task Order without the prior written consent of OC San. Subcontractors not specifically listed in the Task Order Bid will not be recognized as such and will not be allowed to work on the Task Order/Project unless the value of said Work is less than one-half of one percent (1/2%) of the total Task Order Price. All persons engaged in the Work of the Task Order will be considered as employees of the Contractor, and not as independent contractors. No assignment of any portion of the Work or of any obligation or duty under the Contract or Task Order is permitted without the express prior written consent of OC San, and as otherwise authorized by the Contract Documents. Any such attempted delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract and any Task Order without the prior written consent from OC
San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract and any Task Order. 18. Third-Party Rights. Nothing in this Contract and any Task Order shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of
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Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract and any Task Order whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Contract and any Task Order will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all Work under this Contract and any Task Order 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed comply with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract Work practices, which may have associated emissions such as sandblasting, open field spray
painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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.
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25. Liquidated Damages. Liquidated damages (Liquidated Damages), if any, shall be specified in
Task Order. In the event the Contractor fails to achieve Final Completion of the Task Order within the required period of performance or fails to meet any other time requirements set forth in the Task Order, including the timely submittal or update of the Task Order Schedule or
achievement of any designated milestones or deadline as required in the approved Task Order Bid Price Form, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OC San will sustain damage which would be extremely difficult and impracticable to ascertain. The Parties therefore agree that in each such event, Contractor will pay to OC San a determined sum per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Task Order is so delayed, or timely submittal or update of the Task Order Schedule is so delayed. If deadlines for milestones are identified in the approved Task Order, Contractor shall pay OC San the
Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. Contractor agrees to pay such Liquidated Damages and further agrees that OC San may offset the amount of Liquidated Damages from any monies due or that may become due to the Contractor under the Task Order. Contractor also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the Contractor under the Task Order, Contractor shall pay all such amounts to OC San upon
demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Task Order. If this provision is found for any reason to be
void, invalid, or otherwise inoperative so as to disentitle OC San from claiming Liquidated Damages, OC San is entitled to claim against the Contractor damages at law for the Contractor’s failure to complete the Work of the Task Order by the Final Completion date. 26. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 27. Force Majeure. Neither party shall be liable for delays caused by acts of a public enemy; fires; floods; explosions; epidemics; quarantine restrictions; blockades; freight embargoes; strikes; boycotts; labor disputes; demonstrations; earthquakes; tidal waves; hurricanes; landslides;
tornados; pandemics; epidemics; shortage of, or inability to obtain materials or reasonably acceptable substitute materials; acts of terror or terrorism; unreasonable delays in issuing necessary Permits or approvals or conducting inspections not caused by Contractor; the
inability to obtain easements, licenses, dedications, approvals or title required for utilities not caused by Contractor; power outages; war and related causes; nuclear perils; explosion or nuclear, radioactive, chemical or biological contamination not caused by Contractor; any adverse or inclement weather conditions, including thunderstorms, lighting, tornadoes and other windstorms; or other actions outside of the control of Contractor, including acts of god. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties provided that Contractor shall have given OC San written notice of the force majeure condition within fifteen (15) days thereof.
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28. Termination.
28.1 Termination for Convenience. OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to
proceed, or when OC San is prevented from proceeding with the Contract by 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 OC San, or whenever OC San is prohibited from completing the Work for any reason, by written notice from OC San of intent to terminate. Upon receipt of such written notice of termination, Contractor shall:
1. Immediately stop all Work under this Contract and the Task Order (unless the notice directs otherwise);
2. Terminate all orders and Subcontractors except as necessary to complete Work which is not terminated;
3. If directed in writing by OC San to do so, assign all right, title and interest in subcontracts and materials in progress, in which case OC San will have the right at
its discretion to settle, or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Contractor include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC San all data, Drawings, Specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor in performing this Contract and the Task Order whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC San;
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 OC San for the protection and preservation of the Project and/or property related to the
Contract and Task Order. Upon receipt of OC San’s written notice of termination for convenience, and within a period of 15 to 30 days, as determined by the ENGINEER at the time of termination, the Contractor shall submit to the ENGINEER a termination proposal which shall include, but is not limited to, the Contractor’s estimated costs to be incurred by the Contractor as a
result of the termination for convenience, and 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 the Contractor’s Subcontractor(s) and Supplier(s) agreement(s) including the amount of each said agreement, amount paid under each 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 OC San. Upon receipt of OC San’s written notice of termination for convenience, the Contractor
shall submit to the ENGINEER, within thirty (30) days, a request for final payment. The
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final payment to the Contractor after termination for convenience shall be limited to
amounts due and owing under the Contract at time of termination, including the following: 1. Any actual costs incurred by the Contractor for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC San;
3. The cost of settling and paying claims arising out of the termination of the Work under subcontract agreements or orders with OC San’s approval, as specified above, exclusive of the of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
4. The actual costs incurred by the Contractor allocable to the portion of the Work
properly performed or goods supplied by the Contractor as of the date of
termination, reduced by any sums previously paid to the Contractor.
Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract and the Task Order. Such notice of termination shall terminate this Contract and the Task Order, and release OC San from any further
fee, cost, or claim hereunder by Contractor other than for Work performed through the date of termination.
OC San 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 OC San against the Contractor, or by any third party against OC San which arises out of the Contractor’s Work. All OC San’s property in the possession or control of the Contractor shall be returned by the Contractor to OC San on demand, or at the termination of this Contract, whichever occurs first.
28.2 Termination for Default. OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Services requirements, if the level of service is inadequate, or for any other default of this Contract and any Task Order. If the Contractor refuses or fails to prosecute the Work in any awarded Task Order or any separable part thereof with such diligence
as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required
under the Task Order and the Contract Documents or, if the Contractor should be adjudged as bankrupt, or is otherwise deemed insolvent by OC San based on good cause and is unable to proceed with the Work, or if the Contractor should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor files a petition to take advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract and the Task Order, or if the Contractor should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply enough properly skilled
workers or proper materials to complete the Work in the time specified, or if the Contractor should fail to make prompt payment to Subcontractors for material or labor, or if the Contractor should persistently disregard laws, or instructions given by OC San, or if the
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Contractor otherwise substantially fails to fulfill its obligations under the Contract
Documents and the Task Order, OC San may, without prejudice to any other right or remedy, serve written notice upon the Contractor and Sureties of OC San’s intention to terminate the Contract and the Contractor’s performance under the Task Order. Said
notice shall contain the reasons for such intention to terminate the Contract and the Contractor’s performance under the Task Order, 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 OC San may terminate the Contract and Contractor’s performance under the Task Order and the Contractor shall not be entitled to receive any further payment until the Work is finished. In the event of any such termination, OC San shall serve written notice thereof upon the
Surety and Contractor, and the Surety shall have the right to take over and perform the Work under the Task Order. However, if the Surety, within five (5) days after the service of a notice of termination, does not give OC San written notice of its intention to take over and perform the Task Order, and if it serves such notice of its intent to take over and perform the Work under the Task Order and does not begin performance thereof within fifteen (15) days from the date of serving said notice, OC San may take over the Work
and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of the Contractor, and the Sureties and/or Contractor shall be liable to OC San for any excess cost or other damage incurred by OC
San thereby. In such an event OC San may without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies and other property belonging to the Contractor and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the worksite and be necessary to complete the Work. For any portion of such Work that OC San elects to complete by furnishing its own employees, materials, tools, and equipment, OC San shall be compensated in accordance with the schedule of compensation for force account Work as stated in the General Conditions section entitled Task Order Price Adjustments and Payments.
If the Surety assumes the Contractor’s terminated Work, it shall take the Contractor’s place in all respects for that part and shall be paid by OC San for all Work performed by
it in accordance with the terms of the Contract Documents and the Task Order. If the Surety assumes the entire Task Order, all money due the Contractor at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the
Contract Documents and the Task Order. Contractor hereby consents to assigning to OC San and/or OC San’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Contractor agrees to obtain, by way of a subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Task Order. In the event of such termination, the Contractor will be paid the actual amount due based on unit prices or lump sums in any awarded Task Order and the quantity of Work
completed at the time of termination, less damages caused to OC San by acts of the Contractor causing the termination, including but not limited to, all costs to OC San arising from professional services and attorneys' fees and all costs generated to insure or bond
the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
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Contractor shall pay the difference to OC San promptly upon demand. On failure of the
Contractor to pay, the Surety shall pay on demand by OC San. Any portion of such difference not paid by the Contractor or Surety within thirty (30) days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by
California law. The Contractor and OC San agree that nothing in this section is intended to be or is a prevailing party clause as it pertains to attorney’s fees. The foregoing provisions are in addition to and not in limitation of any other rights or remedies under law or in equity available to OC San.
If it is later determined by OC San that the Contractor had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of the Contractor, OC San, after setting up a new performance schedule, may allow the Contractor to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC San.
All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the termination of this Contract, whichever occurs
first. 29. Attorney’s Fees. 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 Contract, each Party shall bear their own attorney’s fees, costs, and other dispute resolution costs. 30. Waiver. The waiver by 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 OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 31. Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Task Orders. OC San does not guarantee that Contractor will receive any individual Task Order, nor that the Contractor will receive an equal number of Task Orders as compared to any other qualified Contractors.
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34.1 Each Task Order shall not exceed Five Hundred Thousand Dollars ($500,000).
34.2 OC San will order the Services through a Request for Task Order Bid. Each Request
for Task Order Bid will contain a detailed Scope of Services and may require attendance at a job walk (including Subcontractors, as needed) prior to the submission of a Task Order Bid. 34.3 Task Order will be awarded on the basis of the lowest responsive Bid. 34.4 The Request for Task Order Bid will identify the project description, location of the Work, and other general and special requirements.
34.5 All Task Order Bids will be lump sum. 34.6 Contractors will be required to list Subcontractors in accordance with California Public Contract Code section, 4100 et seq.
34.7 Payment terms and method will be specified in each Request for Task Order Bid. 34.8 Payment & Performance Bond requirements, if applicable, will be specified in each
Request for Task Order Bid. Notice to Proceed on a Task Order shall not be issued until the bonds are accepted by OC San. 34.9 OC San does not guarantee that any qualified Contractor will be awarded any individual Task Order. 34.10 The Contractor shall submit its Task Order Bid within the date and time specified in the Request for Task Order Bid. Task Order Bids and/or revisions to Task Order Bids
submitted after the date and time indicated in the Request for Task Order Bid will not be accepted.
34.11 Changes to the Task Order Scope of Services and other requirements shall be made in accordance with Master Services Contract Exhibit “B” General Conditions. 35. Task Order Bid – Filing of Protests and Protest Procedures. This section sets forth the procedure and remedies concerning submittal and consideration of all protests received by OC San with respect to the Request for Task Order Bid (RFTOB) issued
under this Master Services Contract. All communications to OC San relating to a Protest shall be in writing and submitted by email to Purchasing@ocsan.gov. By submitting a Task Order Bid (TOB), each Contractor hereby agrees and understands that the Contractor must comply
with these protest procedures and exhaust all administrative remedies set forth herein prior to the initiation of any type of related legal action. Upon the express written agreement of the parties, this protest procedure can also be used to resolve issues surrounding OC San’s determination of a Contractor as not responsible. This procedure is not intended to address issues concerning TOB responsiveness. The following terms as used in this Section shall have the following meanings:
• Affected Parties shall mean bidders on a procurement, whose direct economic interest would be affected by a submitted protest.
Master Services Contract 16 of 21 Specification No. S-2024-1447BD Revision 032824
• Protest shall mean a written objection by an Interested Party or Affected Party to (i) the requirements or specifications contained in the RFTOB (solicitation protest); or (ii) a proposed award recommendation (award protest).
• Days shall mean calendar days, unless otherwise specified.
• Interested Party shall mean (1) on solicitation, all Contractors or prospective Contractors; (2) on award, the unsuccessful Contractor(s) with a direct economic interest in the outcome of their protest.
• Solicitation Protest Statement shall mean a written objection during the solicitation phase of the procurement, which shall be submitted prior to the Task Order Bid due date as
specified herein.
• Award Protest Statement shall mean a written objection to the award recommendation prior to final action to award the Task Order Bid, which shall be submitted after receipt of Task Order Bids, but before award of a Task Order Bid, as specified herein.
• File or Submit shall refer to the date of receipt by OC San. Specific procedures and requirements are as follows:
A. Solicitation Phase Protest The purpose of this RFTOB is to obtain competitive TOBs from qualified Contractors. Any
Interested Party who has reason to believe that a free and open competition has not taken place or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous may advise OC San of its concerns by submitting a detailed Solicitation Protest Statement in accordance with the requirements set forth below in this Section A. 1. Contents and Requirements
A Solicitation Protest Statement must be submitted to OC San's Buyer identified in the RFTOB by email at Purchasing@ocsan.gov by 4:00 p.m. (Pacific Time zone) no less than three (3) days prior to the TOB due date, and must contain all of the following to be considered: a. The name, address, and telephone number of the protestor; b. The title, TOB description, and the specification number/project number or RFTOB being protested; c. A detailed statement setting forth the grounds for protest, which shall include, in sufficient detail to establish the merits of the protest, all the factual and legal
documentation in support of the protest; and d. The desired resolution to the protest.
If the submitted Solicitation Protest Statement does not comply with the requirements set forth herein, then it will not be considered for evaluation and will be returned to the protestor. The Solicitation Protest Statement shall not be amended after filing, and OC
San will not consider any unsolicited information provided after filing. Any argument not raised in the Solicitation Protest Statement shall be deemed waived, including as a part of the award protest. Failure to file the Solicitation Protest Statement within the
Master Services Contract 17 of 21 Specification No. S-2024-1447BD Revision 032824
time period specified herein shall constitute a waiver of the right to protest the
specifications or requirements of the RFTOB. Solicitation Protest Statements are public documents. OC San will provide copies of
the Solicitation Protest Statements upon written request. 2. Evaluation and Determination No hearing will be held on the protest. OC San’s Contracts, Purchasing and Materials Management Division Manager (Purchasing Manager), or designee, will review all material submitted, conduct an investigation of the facts, and may, but need not, request other Contractors to submit statements or arguments regarding the protest.
OC San’s Purchasing Manager, or designee, may in his/her sole discretion, discuss the protest with the protestor. OC San’s Purchasing Manager, or designee, shall issue a final written decision regarding any solicitation protest to each Contractors prior to TOB submittal due date. The written decision will cite any actions that will or will not be taken in response to the
Solicitation Protest Statement. The decision of the Purchasing Manager concerning the Solicitation Protest Statement shall be final, and there shall be no further administrative recourse.
B. Award Protest
1. Award Recommendation Following opening and evaluation of the TOBs, OC San will issue an award Recommendation to each Contractors who submitted TOB through any one of the following methods: a. Delivery via overnight carrier; or b. Posting the Award Recommendation on OC San’s online bidding system as identified within the RFTOB.
On the date OC San issues an award recommendation, OC San shall make copies of all submitted TOBs available upon request. Requests shall be made to
Purchasing@ocsan.gov and shall contain the following in the subject line of the e-mail: “[Identify: Project/TOB name and Specification No.] – Request for Copies.”
2. Contents and Requirements Any Interested Party, who has reason to believe that a free and open competition has
not taken place in the TOB submittal, evaluation of the TOBs, and award recommendation, is permitted to protest OC San’s award recommendation by submitting an Award Protest Statement to OC San identified in the RFTOB, via electronic mail (e-mail) at Purchasing@ocsan.gov no later than 4:00 p.m. (Pacific Time zone) on the third (3rd ) day after OC San issues the Award Recommendation or some similar announcement. OC San will not accept an Award Protest Statement, or similar document, prior to the date OC San issues its award recommendation to the Contractors. Award Protest Statements, or similar document, received prior to the
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issuance of OC San’s award recommendation will be considered premature and will be
immediately returned to the party filing the Protest without consideration. The Award Protest Statement must be submitted timely and contain all of the following
to be considered: a. The name, address and telephone number of the protestor; b. The title and number of the specification being protested; c. The OC San action or recommendation that is being protested; d. The name(s) of all Affected Parties; e. A detailed statement setting forth the grounds, legal authority and facts in support of the protest, including all documents and evidence;
f. Each and every ground on which the protestor bases the protest by specific references to parts of the RFTOB, which shall be attached as exhibits; g. Each and every reason that all other Affected Parties who may be in line for the purchase or contract award should not be awarded the purchase or contract; h. A clear statement of the relief requested and the statutory or case law basis for such relief; and
i. Signed and sworn by a principal of the protestor. If the submitted Award Protest Statement does not comply with the requirements set
forth herein, then it will not be considered for evaluation, and will be returned to the protestor. The Award Protest Statement shall not be amended after filing, and OC San will not consider any unsolicited information provided after filing. Any argument not raised in the Award Protest Statement shall be deemed waived. Award Protest Statements are public documents. OC San will notify the Affected Parties when a protest has been submitted and will provide copies of the Protest Statements to the Interested Parties as soon as is reasonably practical.
3. Evaluation and Determination
The Affected Parties may file responsive statements in support of or in opposition to the protest no later than 4:00 p.m. on the third business day after the receipt of the Award Protest Statement from OC San. The Purchasing Manager, or designee, shall
review the facts and all submittals relative to the Award Protest Statement and shall issue a written decision setting forth the basis for such decision. The written decision will be issued to the protestor and to all Affected Parties. Unless otherwise required by law, no evidentiary hearing or oral argument shall be provided, except in the sole discretion of the Purchasing Manager, or designee. In the event a hearing is conducted, the Purchasing Manager, or designee, shall issue written notice to the protestor and Affected Parties identifying the date and time for the hearing, along with rules concerning the hearing.
4. Appeal Process In the event of an adverse decision by the Purchasing Manager, or designee, the
protestor may submit a written appeal to the Director of Finance and the Director of the Department requesting the Procurement, and immediately send copies to all Affected
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Parties. The appeal must be submitted via email to Purchasing@ocsan.gov no later
than 4:00 p.m. (Pacific Time zone) within three (3) days after the date the Purchasing Manager, or designee, rendered a decision. The protestor shall only submit: (1) information and documentation previously submitted to the Purchasing Manager, or
designee; (2) a copy of the final decision of the Purchasing Manager, or designee; and (3) a brief statement setting forth all factual and legal bases for the appeal. The Director of Finance, together with the Director of the Department requesting the Procurement shall evaluate each Award Protest Statement and determine whether to uphold or reject the Purchasing Manager’s determination. For Task Orders to be awarded by the General Manager, the decision of the Director of Finance and the Director of the Department requesting the Procurement shall be final.
C. Delay in Award Execution of any proposed contract shall be delayed pending the resolution of the protest unless one or more of the following conditions is present: 1. The items or services being procured are urgently required;
2. Delivery or performance will be unduly delayed by failure to make award promptly; or 3. Failure to make prompt award will otherwise cause undue harm to OC San.
D. No Limitation on Remedies Nothing contained herein shall be construed to act as a limitation on OC San's choice of
remedies or confer any right upon any Interested Party or Affected Party to a remedy. E. Basis for Choice of Remedy In determining the appropriate remedy, OC San shall consider all the circumstances surrounding the RFTOB and/or award, including, but not limited to: 1. Seriousness of any deficiency found to exist in the contracting process; 2. The effect of the action on the competitive process; 3. Any urgency surrounding the contract requirement; and 4. The effect that implementing the remedy will have on OC San.
F. Remedies
If OC San determines that the award or proposed award was not made in accordance with applicable statutes, regulations, policies and/or procedure, OC San, in its sole discretion, may grant any of the following remedies or any other remedy it deems appropriate:
1. Prior to award, OC San may issue a new solicitation, make a new selection/award recommendation, or award a contract consistent with applicable statutes, regulations, policies and procedures. 2. In its sole discretion, take no further action; or 3. Take any other action that is permitted by law to promote compliance.
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G. Legal Action
Any legal action to set aside the final determination of OC San must be filed no later than the 90th day following the date of the final determination consistent with Code of Civil
Procedure section 1094.6. In the event a protestor files a legal action related to the protest, if OC San prevails, OC San reserves the right to seek reimbursement of its costs, including attorneys’ fees, to the fullest extent permitted by law. 36. Notices. 36.1 All notices under this Contract and any Task Orders must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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:
OC San: Jackie Lagade Purchasing Supervisor
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Alejandro J. Montoya CEO/President Zia Degrees, Inc. 879 W. 190th St., Suite 400 Gardena, CA 90248 ziadegreeshvac@gmail.com 36.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 37. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 38. Authority to Execute. The persons executing this Contract, inclusive of Task Orders on
behalf of the Parties warrant that they are duly authorized to execute this Contract and any Task Orders, and that by executing this Contract, the Parties are formally bound. 39. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
Master Services Contract 21 of 21 Specification No. S-2024-1447BD Revision 032824
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager ZIA DEGREES, INC. Dated: _________________ By:
Print Name and Title of Officer
LL
EXHIBIT A
SCOPE OF SERVICES
For
Maintenance & Repair Services
EXHIBIT A Page 1 of 3 Specification No. S-2024-1447BD
EXHIBIT A SCOPE OF SERVICES Maintenance and Repair Services SPECIFICATION NO. S-2024-1447BD
The Contractor shall be prepared and required to provide ethical, professional, and quality work in the best interests of the public and OC San (personnel and property) in conformance with current regulatory standards. The Contractor will be expected to perform Work as described below. All Work shall be performed in accordance with OC San design guidelines, standard specifications, engineering (project) drawings and specifications.
I.GENERAL MAINTENANCE SERVICES – Requires California Contractors License “A”
A.Mechanical Systems: Installation, demolition, replacement, testing, and repair work
associated with mechanical systems. This Work generally includes replacing, repairing,removing, testing, and installing, among other work items, mechanical equipment, andassociated systems. This Work generally includes, but is not limited to, Work associated
with pumping systems, air handling systems, fans, , clarifier components, digestercomponents, blowers, engines, valves, boilers, pulley systems, shop-cranes, scissor-lifts,line-stops, lab equipment, and other mechanical-type systems. Work includes replacing,repairing, or modifying associated piping and appurtenant equipment required to installfunctioning systems.
B.Piping Systems: Installation, demolition, replacement, testing, and repair of buried andabove-ground piping systems. This Work generally includes replacing, repairing,removing, testing, and installing, underground and above ground piping systems of alltypes. This Work generally includes, but is not limited to, installing piping, trenching andbackfilling of buried pipe systems, valves, corrosion, coating, lining, bypass piping, bypass
pumping, sewage drainage, paving, related appurtenances and other items of Workneeded to construct, repair, or replace a fully functioning piping system. Typical OC Sanpiping systems include, but are not limited to, sewer piping (lateral, trunk, force-main, etc.),
water piping, storm-water piping, gas piping, air conveyance piping, chemical piping, etc.
C.Structural Repairs and Replacements: Installation, demolition, replacement, and repair
of OC San structural systems. This Work generally includes replacing, repairing, removing,and installing, among other work items, concrete, wood, steel systems, beam systems,roofing systems, supports and associated systems. This Work consists of, but is notlimited to, vertical and horizontal concrete flatwork, structural steel, timber and woodstructures, brickwork, masonry, platforms, scaffolding, decks, and associated systems.Work also consists of structural analysis of said systems, general reinforcement, seismicreinforcement, and other items not listed.
D.Yard/Site Work Repairs and Replacements: Installation, demolition, replacement, andrepair of site-systems. This Work generally includes replacing, repairing, removing, andinstalling, among other Work items, site soil, pavement, and associated systems. This
Work generally includes, but is not limited to, asphaltic concrete, walkways, railings, basecourse, sub-base, pavement patching, concrete curb and gutter, irrigation systems,sidewalk, driveway, garden walls, sprinkler systems, retaining walls, drainage systems,parking areas, street lighting and other typical yard or site items and systems.
E.Architectural and Building Systems: Installation, demolition, replacement, and repair of
architectural and building systems. This type of Work generally includes, but is not limitedto, walls, stair-ways, ladders, leisure areas, office areas, plumbing systems, bathroomrepairs, ceiling tiles, railings, hand-rails, roofing systems and other typical office or buildingitems and systems.
EXHIBIT A Page 2 of 3 Specification No. S-2024-1447BD
F. Contaminated Soil Remediation Services: Work associated with the remediation of contaminated soil or groundwater. This Work generally includes performing preliminary risk analysis, creation of a remediation plan, and the implementation of the plan. G. Remediation Services: Work associated with the removal and disposal of hazardous materials, that include but is not limited to lead-based paint and asbestos containing materials (such as floor tiles or roofing materials). This Work includes compliance with all local, state, and federal regulations. H. Chemical Systems: Installation, demolition, replacement, and repair of chemical handling systems. This Work generally includes addition/injection systems, removal systems,
analyzer systems and storage systems. This Work generally includes but is not limited to chemical analyzer systems, chemical control systems, chemical storage tanks, chemical delivery piping and equipment, system maintenance, redundancy analysis/implementation,
chemical dosing, field testing and other items typically found or associated with chemical systems. I. Landscaping: Installation, demolition, and replacement of landscaping. This Work generally includes, but is not limited to, replacing, repairing, removing, and installing hard and soft items associated with landscapes, such as, plants, irrigation, concrete, paving, grass, rocks, gravel, soil and other associated items.
J. Signs and Related Systems: Installation, demolition, replacement, and repair of signage and related systems. This Work generally includes, but is not limited to, signage associated with traffic regulation, confined-space entry, global harmonization, warning and precautionary systems, construction signage and other associated items. K. Miscellaneous Services: This Work generally includes, but is not limited to
sandblasting/pressure washing, surface preparation, protective coating system application, debris removal, trash removal, graffiti removal, potholing, shoring/trench protection systems, fiberglass, traffic control, traffic control plans, backhoe/excavator services,
bypass piping/pumping and other services not listed. Miscellaneous services also include related Work activities necessary to properly complete required tasks. These Work activities generally include, but are not limited to, labor, equipment transportation, site-staging, supervision, management, material acquisition/transport, dewatering, and provision of tools.
EXHIBIT A Page 3 of 3 Specification No. S-2024-1447BD
II. ELECTRICAL SERVICES – Requires California Contractor’s License “C-10” A. Electrical Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of electrical power distribution systems, control systems, instrumentation systems, measurement acquisition systems, other systems, circuits, fiberoptics, communication systems, analyzer systems, programming. Include conduit, cable trays, conductors, cables, motors, generators, transformers, power monitors, lighting, transducers, uninterrupted power supply, switchgear, circuit panel boards, digital programable relays, microprocessor protective relays, breakers, electro-mechanical & solid-state relays, transient voltage surge suppressors, variable frequency drives, transducers, monitors, probes, programming, and
associated systems.
III. HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES - Requires California Contractors License “C-20” A. HVAC Systems: This Work generally includes replacing, repairing, removing, testing, installing, refurbish, calibrating, balancing and demolition of Heating, ventilation, and air conditioning systems. This includes split -air, packaged, ductless, hybrid heat, Chillers,
dryers, heat pumps, furnaces, thermostats, building controls, condensers, evaporators heat exchangers, refrigerant, recovery, and air handling components.
10/2/2024
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On-Call
Maintenance and Repair
Master Services Contracts,
Specification No. S-2024-1447BD
Operations Committee
October 2, 2024
Presented by David Haug,
Maintenance Superintendent
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Orange CountySanitation District70thAnniversary
Master Services Contracts is an innovative contracting method developed to allow repair work to be bid and awarded. On average this contracting method is 70% faster than the typical procurement time, while still maintaining a formal bid process and
preserving competition.
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•Accelerates the completion of planned and future projects
•Increases the number of projects that can be completed
using these task orders
•Allows for bundling of small projects to reduce project costs
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Orange CountySanitation District70thAnniversary
We have used this contract over 30 times since 2021
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Orange CountySanitation District70thAnniversary
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Orange CountySanitation District70thAnniversary
Approve Master Services Contracts to provide on-call maintenance and repair services,
Specification No. S-2024-1447BD, for a one-year period effective December 1, 2024,
through November 30, 2025, with two (2) one-year renewal options in accordance with
Ordinance No. OC SAN-61, Section 2.03(F) with the qualified firms listed in the Agenda
Report for task order bids less than $500,000.
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Questions?
1954 - 2024
Orange County Sanitation District
70th Anniversary
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OPERATIONS COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3879 Agenda Date:10/23/2024 Agenda Item No:8.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
LICENSE AGREEMENT FOR CONSTRUCTION STAGING AREA AT PLANT NO. 2
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve a Temporary,Non-Exclusive and Revocable License Agreement with the City of Newport
Beach for a construction staging area,at a cost of $10 and other consideration;with a term
commencing on June 1,2024,and terminating upon (i)the completion of the City Projects,or (ii)
December 31, 2028; in a form approved by General Counsel.
BACKGROUND
Orange County Sanitation District (OC San)Plant No.2 has open space near the Banning Avenue
gate that is not planned to be used in the near future.This license agreement will allow the City of
Newport Beach (City)and its contractors to use this approximately 18,500 square-foot space for
construction staging until the end of 2028.
RELEVANT STANDARDS
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
PROBLEM
The City needs staging areas for their contractors and are limited on space within their city.
PROPOSED SOLUTION
Approve the license agreement.
TIMING CONCERNS
N/A
Orange County Sanitation District Printed on 10/17/2024Page 1 of 2
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File #:2024-3879 Agenda Date:10/23/2024 Agenda Item No:8.
RAMIFICATIONS OF NOT TAKING ACTION
OC San recently entered into a license agreement with the City to use a portion of Lower Castaways
Park as a construction staging area for an OC San Project.If this license agreement is not approved,
it will hinder the cooperation and good will between the City and OC San.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·License Agreement
AN:lb
Orange County Sanitation District Printed on 10/17/2024Page 2 of 2
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LEGAL02/44050596v6
TEMPORARY, NON-EXCLUSIVE AND REVOCABLE LICENSE AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF NEWPORT BEACH
FOR USE OF ORANGE COUNTY SANITATION DISTRICT PROPERTY
THIS TEMPORARY, NON-EXCLUSIVE AND REVOCABLE LICENSE AGREEMENT FOR USE OF ORANGE COUNTY SANITATION DISTRICT PROPERTY (“Agreement”) is made and entered into as of this 1st day of June 2024 (“Effective Date”),
by and between the ORANGE COUNTY SANITATION DISTRICT, a California public
body (“OC San” and “Licensor”), and the CITY OF NEWPORT BEACH, a California municipal corporation and charter City (“City” and “Licensee”). City and OC San are individually referred to as “Party” and collectively as “Parties” herein.
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. OC San is the owner of real property located at 22212 Brookhurst St, Huntington Beach, CA 92646, commonly known as Plant No. 2 (“OC San Property”). C. The City desires to use, on a temporary basis, and OC San is willing to grant a
temporary License (as defined in Section 1.1 below) for the City to use, under the
terms, covenants and conditions set forth in this Agreement, an approximately eighteen thousand five hundred (18,500) square foot portion of the OC San Property located (unless relocated as described hereinbelow) within the northerly area of the OC Property as approximately depicted on Exhibit “A” attached hereto and
incorporated herein by reference (“License Area”) as a construction staging area to support projects performed by, or on behalf of, the City (collectively, the “City Projects”). D. OC San and Licensee desire to enter into this Agreement for Licensee to utilize the
License Area as a staging area related to the City Projects, subject to the terms, covenants and conditions set forth in this Agreement. NOW, THEREFORE, for the amount of $10.00 and other consideration, the
sufficiency of which is hereby acknowledged by the parties hereto, it is mutually agreed by and between the undersigned parties as follows: 1. LICENSE
1.1 OC San hereby grants a temporary, non-exclusive and revocable license
(“License”) to Licensee for the term of this Agreement as set forth in Section 4 below for use as a temporary construction staging site exclusively for City Projects within the License Area.
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1.2 In the event OC San shall need or desire to change or modify the location of the License Area within the OC San Property, Licensee shall, within thirty (30) calendar days of OC San’s delivery to Licensee of prior written notice of such change or
modification (the “Relocation Notice”), relocate its equipment and materials to a new or
modified location within the OC San Property, which relocation shall occur as directed by OC San to the area generally depicted on an aerial exhibit included with the Relocation Notice and such area will thereafter be considered as the License Area, which thereafter will be subject to all of the terms, covenants and conditions provided under this
Agreement. Notwithstanding any new, relocated or modified License Area, the initial or
former License Area occupied by Licensee shall continue to remain subject to Sections 16 and 20 as set forth therein, which provisions will survive the expiration or earlier termination of this Agreement. Licensee acknowledges and agrees that (i) OC San may relocate Licensee, in OC San's sole and absolute discretion, and (ii) the cost of such
relocation and reinstallation of the fencing, screening and Gate required under Section
7.2.5 shall be borne solely by Licensee with no cost or impact to OC San or Licensee’s obligations under this Agreement whatsoever.
1.3 The License granted herein is subject to the terms, covenants and conditions hereinafter set forth, and Licensee covenants, as a material part of the
consideration for this License, to keep and perform each and every term, covenant and
condition of this Agreement.
2. PURPOSE OF THIS AGREEMENT
The purpose of this Agreement is to provide Licensee with temporary, non-exclusive use of the License Area as a temporary staging area and storage site for
equipment, materials and soils, and for parking, to facilitate Licensee’s work necessary
for the City Projects. Licensee shall use the License Area only for the activities described herein and shall not use or permit the use of the License Area for any other purpose without first obtaining the prior written consent of OC San, which consent may be withheld in OC San’s sole discretion.
3. PERMITS, LICENSES AND BEST PRACTICES
3.1 Licensee, at its sole expense, shall obtain and maintain during the Term (as defined in Section 4 below) of this Agreement, all appropriate permits, licenses and certificates that may be required by any governmental agency, including OC San, in order to use the License Area as a temporary construction staging and storage site for
equipment and materials, and for parking.
3.2 Licensee shall have in effect a Stormwater Pollution Control Plan (“SWPCP”) and Best Management Practices plan (“BMPs”) accepted by Licensee and its employees (“Licensee’s In-House Representatives”) and Licensee’s contractors and subcontractors (“Licensee’s Contracted Representatives”) (and together, Licensee’s
In-House Representatives and Licensee’s Contracted Representatives are collectively referred to herein as “Licensee’s Representatives”) to ensure all activities on, within or about the License Area are in compliance with industry standards best practices,
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including, but not limited to description of activities that could cause pollution, control measures for preventing spills and minimizing hazards, a spill response plan, procedures for conducting inspections and monitoring, and provisions for sufficient training of
Licensee’s representatives.
3.3 Licensee shall establish, maintain and uphold business practices to the highest degree as generally recognized in Licensee’s industry, and exercise the utmost caution for the protection and safety of Licensee and the general public at all times during the term of this Agreement.
4. TERM
This Agreement shall commence upon the Effective Date and terminate upon (i) the completion of the City Projects, or (ii) December 31, 2028, whichever occurs first (“Term”), unless OC San terminates the License in accordance with Section 15.2 or Section 15.3 below prior to the expiration of such Term. Both Parties understand and
agree that this Agreement is for a temporary period of time and does not, and will not,
result in permanent use of, or access to, the License Area by Licensee.
5. LICENSE FEE
The License is provided by OC San to Licensee at no charge. OC San is not charging Licensee a fee comparable to the open market or appraised value of the License
Area because OC San finds that Licensee’s use of the License Area for the purpose of
completing public City Projects to be a service to the community.
6. UTILITIES
6.1 Licensee acknowledges and agrees that (i) Licensee shall not need or require the usage of any utilities within the License Area, and (ii) OC San will not be
obligated to provide any utilities to or within the License Area or any access to utilities.
7. USE AND CONDITIONS OF THE LICENSE AREA
7.1 General Use and Conditions.
7.1.1 Licensee understands the safety of the public is paramount to the uses and conditions set forth herein under this Section 7 for the License Area.
Licensee shall maintain the License Area free from waste, debris, hazards or risks to public health, safety or welfare at all times.
7.1.2 Licensee shall not use or permit the use of the License Area for any unlawful purpose.
7.1.3 Licensee shall not commit or permit the commission of any noise or
nuisance on the License Area and shall comply with any and all noise and nuisance requirements as defined by any applicable federal, state and local laws and regulations.
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7.1.4 Use of any area on, within or about the OC San Property and outside the License Area (other than for purposes of accessing the License Area as permitted by OC San) is strictly prohibited without prior written approval from OC
San. Weekday access (5 AM to 3 PM, subject to change by OC San) shall be
through the gate that is just north of Banning Avenue, as depicted on Exhibit “A” (the “Banning Gate”), which will have a security guard employed or contracted by OC San during such hours. Access to the License Area by Licensee or Licensee’s Representatives outside of these hours may be obtained through OC San’s
representative located at the Plant No. 2 main gate upon Licensee’s delivery to
OC San of a 48 hour advance written notice in form provided on Exhibit “C” attached hereto and made a part hereof, (“Main Gate Access Request”) which shall be sent electronically as set forth in the Main Gate Access Request and OC San’s written consent to such access request, which consent may be sent in a
response to the requesting email and shall be timely granted or denied in OC San’s
sole but reasonable judgment.
7.1.5 Except as provided under this Agreement, Licensee shall not make or permit to be made any alterations, additions or improvements to the License Area, or install lighting or equipment, or install any signs, lettering or advertising
media of any type or any other visual displays, on or about the License Area without the prior written consent of OC San. Notwithstanding the foregoing, Licensee shall place all required construction notices and warning signs on or about the License Area in the manner required by OC San or Federal, State or local law.
7.1.6 Licensee shall protect the integrity of the License Area and any part of the OC San Property used for the purposes of accessing the License Area (“Access Areas”). Licensee shall prevent any oil, cement or other material spills at the driveway entering the Banning Gate or any other access point onto the OC San Property, the Access Areas and any other area on or about the License Area
and Access Areas. Licensee shall return the License Area and Access Areas used by Licensee or Licensee’s Representatives to OC San in the condition that existed as of the Effective Date of this Agreement (or otherwise to a condition satisfactory to and approved in writing by OC San), ordinary wear and tear excepted. Licensee shall, at its sole cost and expense, document (including photos and/or video) the
condition of the License Area and Access Areas existing as of the Effective Date (or date of relocation, if applicable) and submit such documentation to OC San within five (5) business days of (i) the Effective Date, or (ii) the date of relocation (as set forth under Section 14 below), as applicable.
7.1.7 Licensee shall exercise all necessary precautions for opening,
closing, and securing the License Area and its equipment and materials stored in the License Area at all times. Licensee expressly assumes all responsibility for the protection and security of the License Area, including personal property and equipment of Licensee.
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7.1.8 Licensee shall install legible signs on the License Area that includes Licensee’s contact information, including a 24-hour emergency phone number.
7.2 Special Use and Conditions.
7.2.1 Licensee shall maintain the smallest footprint on the OC San Property as absolutely required by the scope of the City Projects at any given time during the phases of construction, and Licensee shall use it best efforts to reduce its impact to the OC San Property by using the fewest truck and vehicle trips, and by storing on the License Area the least amount of equipment and materials as
necessary for the immediate needs of the City Projects. Licensee shall use its best efforts to complete the City Projects on time or ahead of schedule and discontinue its use of the License Area and Access Areas within the OC San Property as soon as possible.
7.2.2 Licensee may use the License Area for the temporary storage of
construction vehicles, equipment and materials. Any temporary stockpiling of materials is prohibited unless such materials are stored on raised mobile platforms, pallets or other protective barriers to prevent spills or spread of materials.
7.2.3 Licensee’s Representatives (defined in Section 3) shall have the right to park personal vehicles within the License Area provided that Licensee
delivers the name(s) of any such representative to OC San, prior to such representative parking his or her vehicle within the License Area, and Licensee shall ensure that the Gate (as defined in Section 7.2.5 below) to the License Area for access to such vehicles is closed and locked. Licensee shall not park any vehicles outside the License Area.
7.2.4 Licensee is strictly prohibited from bringing any soil or dredged materials from the City Projects on to the License Area or any other portion of the OC San Property. Such soil or dredged material shall not be stored, nor brought on site even temporarily, nor in transport to a secondary site.
7.2.5 Licensee, at Licensee’s sole cost and expense, shall cause the
License Area to be fenced and screened on all sides commencing no later than thirty (30) calendar days after the Effective Date of this Agreement (or thirty (30) calendar days after the effective date of any relocation as provided under Section 14 below) and continuing until the expiration or earlier termination of this Agreement. Licensee shall not bring any equipment or personnel or use the
License Area until and unless the License Area is fully fenced and screened. The height of fence shall be at least six (6) feet, and fence material shall be chain link metal fence overlaid on the exterior with an opaque vinyl screen, or other equivalent fencing and screening material as approved in writing by OC San. The fencing shall include the installation of a locking gate (the “Gate”) which swings to
the interior of the License Area to provide access to the License Area. Licensee shall place warning signs on or about the License Area in any manner required by federal, state or local law.
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7.3 Other Users of Property. The License Area is a portion of the OC San Property specifically designated for use by Licensee for the operations permitted herein. Certain other portions of the OC San Property are also shared with other tenants or
licensees of OC San, and consideration shall be given by Licensee to these other tenants
and licensees so as not to impede the operation of their respectively designated uses of the OC San Property.
8. OC SAN INSPECTION
8.1 OC San shall be entitled, at any time, to inspect the License Area for
compliance with the terms of this Agreement, and with all applicable federal, state and
local laws and regulations.
8.2 OC San and its authorized OC San representative(s) may, without prior notice to Licensee, enter upon and inspect the License Area for any lawful purpose, provided that OC San shall use commercially reasonable efforts to not interfere with
Licensee’s operation and/or use of the License Area in performing any such entry,
inspection, and/or shared use of the License Area. In case of emergency, OC San or its authorized OC San representative(s) may enter the License Area by whatever force reasonably necessary if Licensee is not present to open and permit entry. Any entry to the License Area by OC San under this License shall not be construed as a forcible or
unlawful entry into, or a detainer of, the License Area, or an eviction of Licensee from the
License Area or any portion thereof.
9. EMERGENCY
9.1 Licensee understands the License Area is located on public property and emergency situations may develop from time-to-time that require access to the Property
to be immediately stopped and thereby interfere or temporarily terminate Licensee’s use
of the License Area. Licensee agrees that, if such a situation occurs, OC San shall have the right to immediately restrict access to the License Area and any equipment or materials located on the License Area for the duration of the emergency. Licensee agrees not to hold OC San responsible or liable for and shall protect, defend, indemnify and hold
OC San harmless for any damage, loss, claim or liability of any nature suffered as a result of the loss of the use of the License Area.
9.2 Unless otherwise specifically provided in a notice of termination of this Agreement, OC San’s exercise of the right to restrict access to the License Area is not intended to constitute a termination of this Agreement by either Party and such event is
a risk accepted by Licensee. Licensee and OC San shall meet after OC San determines that an emergency has ended to establish the time and manner in which access shall be restored. OC San shall have the right to reasonably determine what constitutes an “emergency situation” pursuant to this Section.
10. MAINTENANCE
At its sole cost and expense, Licensee shall take good care of and keep the License Area neat and clean at all times. Should Licensee fail to commence required
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maintenance or repairs, or cleaning of the License Area (or Access Areas utilized by Licensee or Licensee’s Representatives) to a condition satisfactory to OC San, within twenty-four (24) hours after receipt of written notice to do so, OC San may perform such
work or have such work performed by others and Licensee shall immediately reimburse
OC San for all direct and indirect costs associated with such work upon receipt of an invoice for such costs.
11. NO INTEREST IN THE OC SAN PROPERTY
Nothing herein shall be deemed to create a lease, or easement of any property
right, or to grant any possessory or other interest in the License Area, the OC San
Property, or any public right-of-way, other than a license to use and access the License Area, revocable and for a temporary term as set forth in this Agreement.
12. RESERVATION OF RIGHTS
Licensee understands, acknowledges and agrees that any and all authorizations
granted to Licensee under this Agreement are non-exclusive and shall remain subject to
all prior and continuing regulatory and propriety rights and powers of OC San to regulate, govern and use the License Area and the OC San Property, as well as any existing encumbrances, deeds, covenants, restrictions, easements, dedications and other claims of title that may affect the License Area and the OC San Property.
13. OC SAN RETENTION RIGHTS
Licensee’s right to use the License Area during the term of this Agreement shall be subordinate and junior to the rights of OC San to use and occupy the License Area and the OC San Property for any purpose.
14. RELOCATION
OC San reserves the right to change the boundaries of the License Area or its location within the OC San Property, in which case Licensee shall (i) relocate its equipment and materials to the new boundaries or location of the License Area, and (ii) re-install the fencing, screening and Gate required under Section 7.2.5 at Licensee’s sole
cost and expense and without making any claim against OC San for reimbursement or damage therefor.
Except in the event of an emergency or other situation requiring immediate relocation from the License Area, OC San shall provide Licensee with not less than thirty (30) calendar days written notice of relocation specifying the location of the new License
Area and the outside date by which the relocation must take place.
15. TERMINATION
15.1 Except as otherwise provided in this Agreement or in accordance with this Section, OC San shall not terminate this Agreement or the License prior to the end of the Term set forth in this Agreement.
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15.2 OC San may terminate this Agreement, at its discretion with no reason of default, upon providing no less than one hundred eighty (180) calendar days prior written notice to Licensee.
15.3 OC San may terminate this Agreement upon Licensee’s failure to cure or
correct a default of any term or condition of this License within ten (10) business days of Licensee’s receipt of written notice of such default. The written notice shall describe the subject default in reasonable detail.
16. SURRENDER
Upon the expiration or earlier termination of this Agreement, Licensee, at its sole
cost and expense, shall, within fifteen (15) calendar days thereof, remove all of its equipment and stored materials, restore the License Area and Access Areas utilized by Licensee or Licensee’s Representatives to the condition that existed as of the Effective Date of this Agreement or the effective date of any relocation (or otherwise to a condition
satisfactory to and approved in writing by OC San), ordinary wear and tear excepted, and
vacate the License Area. Restoration may include, but is not limited to, removing any and all debris, waste or other material. Should Licensee fail to restore the License Area and/or Access Areas to a condition satisfactory to OC San, OC San may perform such work or have such work performed by others and Licensee shall immediately reimburse OC San
for all direct and indirect costs associated with such work upon receipt of an invoice for
such costs.
17. ADMINISTRATION
This License will be administered by the OC San Finance Department. The Director of Finance or its designee shall be the License Administrator and shall have the
authority to act for OC San under this License. The License Administrator or its
authorized representative shall represent OC San in all matters pertaining to this License.
18. INDEMNIFICATION AND LIABILITY FOR DAMAGES
18.1 Irrespective of any insurance carried by Licensee for the benefit of OC San, and to the fullest extent permitted by law, Licensee shall indemnify, defend, assume all
responsibility for, and hold harmless OC San, its elected or appointed officers, agents, officials, employees, and volunteers (collectively, the “Indemnified Parties”) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever (individually, a “Claim” and, collectively, “Claims”), which may arise from or in any manner relate (directly or indirectly) to Licensee’s operations conducted under this Agreement or the implementation hereof and for any damages to property or injuries to persons, including accidental death, which may be caused by any of Licensee’s activities
under this Agreement, whether such activities or performance thereof be (i) by Licensee, or (ii) Licensee’s Representatives or any other Licensee’s permittees or agents and
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whether such damage shall accrue or be discovered before or after termination of this Agreement.
18.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Licensee to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties or by OC San’s failure to comply with the terms, covenants and conditions of this Agreement. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by Licensee.
18.3 Licensee shall be liable and responsible for the security, repair and maintenance of the License Area and Access Areas to the extent necessitated by Licensee’s use of the License Area and such Access Areas, for such time as this License
is in effect. Licensee shall use care to protect the License Area when not in use by
Licensee.
18.4 OC San shall indemnify, defend, assume all responsibility for, and hold harmless Licensee, its elected or appointed officers, agents, officials, employees, and volunteers from and against any and all Claims which may arise from or in any manner
relate (directly or indirectly) to the operations or activities conducted in, on, or over the
License Area by OC San or its elected or appointed officers, agents, officials, employees, and volunteers, and for any damages to property or injuries to persons, including accidental death, which may be caused by the operations or activities conducted in, on, or over the License Area by OC San or its elected or appointed officers, agents, officials,
employees, and volunteers, whether such damage shall accrue or be discovered before
or after termination of this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to require OC San to indemnify Licensee, its elected or appointed officers, agents, officials, employees, or volunteers from any Claim arising from the negligence or willful misconduct of Licensee, its elected or appointed officers, agents, officials,
employees, or volunteers, respectively, or by Licensee’s failure to comply with the terms, covenants and conditions of this Agreement.
19. INSURANCE
Licensee is a self-insured governmental agency. Without limiting Licensee’s indemnification of OC San, and prior to commencement of work, Licensee shall require
Licensee’s Contracted Representatives to obtain, provide and maintain at its own expense during the Term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms, covenants and conditions described in the Insurance Requirements attached hereto as Exhibit “B” and incorporated herein by reference.
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20. HAZARDOUS SUBSTANCES
20.1 From the Effective Date of this Agreement throughout the Term, Licensee shall not use, store, manufacture or maintain in, on, under, about or within the License
Area any Hazardous Substances except (i) in such quantities and types found customary
in construction, repair, maintenance and operations of the construction staging yard approved by this Agreement, and (ii) petroleum and petroleum products contained within regularly operated motor vehicles. Licensee shall handle, store and dispose of all Hazardous Substances it brings onto the License Area in accordance with applicable
laws.
20.2 For purposes of this Agreement the term “Hazardous Substance” means: (i) any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (“CERLCA”);
the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conversation and Recovery Act, 42 U.S.C. Section 6901 et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the California Hazardous Substance Account Act,
Health and Safety Code Sections 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Sections 25249.5 et seq.; California Health and Safety Code Sections 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste of Concern and Public Safety Act, Health and Safety Code Sections 25169.5 et seq.; California Health and Safety Code Sections
25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the Porter-Cologne Water Quality Control Act, Water Code Sections 13000 et seq., all as they, from time-to-time may be amended, (the above-cited statutes are here collectively referred to as “the Hazardous Substances Laws”) or any other Federal, State or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect; (ii) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory, including but not limited to negligence, trespass, intentional tort, nuisance, waste
or strict liability or under any reported decisions of a state or federal court; (iii) petroleum or crude oil; and (iv) asbestos.
20.3 Notwithstanding any contrary provision of this Agreement, and in addition to the indemnification duties of Licensee set forth in this Agreement, Licensee agrees to indemnify, defend with counsel reasonably acceptable to OC San, protect, and hold
harmless OC San, its elected or appointed officers, agents, officials, employees, volunteers and assigns from and against any and all losses, fines, penalties, claims, damages, judgments, or liabilities, including, but not limited to, any repair, cleanup, detoxification, or preparation and implementation of any remedial, response, closure or other plan of any kind or nature which OC San, its elected or appointed officers, agents,
officials, employees, volunteers, or assigns may sustain or incur or which may be imposed
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upon them in connection with the use of the License Area provided under this Agreement by Licensee, arising from or attributable to the storage or deposit of Hazardous Substances on or under the License Area by Licensee. This Section is intended to
operate as an agreement pursuant to Section 107(e) of CERCLA, 42 USC Section
9607(e), and California Health and Safety Code Section 25364, to insure, protect, hold harmless, and indemnify OC San for any claim pursuant to the Hazardous Substance Laws or the common law.
20.4 OC San agrees to indemnify, defend with counsel reasonably acceptable to
Licensee, protect, and hold harmless Licensee, its elected or appointed officers, agents,
officials, employees, volunteers and assigns from and against any and all losses, fines, penalties, claims, damages, judgments, or liabilities, including, but not limited to, any repair, cleanup, detoxification, or preparation and implementation of any remedial, response, closure or other plan of any kind or nature which Licensee, its elected or
appointed officers, agents, officials, employees, volunteers, or assigns may sustain or
incur or which may be imposed upon them arising from the use of the License Area by OC San, its elected or appointed officers, agents, officials, employees, volunteers and assigns.
20.5 OC San agrees that OC San will not, and will not authorize any third party
to use, generate, store, or dispose of any Hazardous Substances on, under, about or
within the License Area in violation of any law or regulation. OC San and Licensee each agree to defend, indemnify and hold harmless the other and the other’s partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs arising from any breach of any representation, warranty or agreement contained in this Section.
This Section shall survive the termination of this Agreement. Upon expiration or earlier
termination of this Agreement, Licensee shall surrender and vacate the License Area and deliver possession thereof to OC San on or before the termination date free of any Hazardous Substances released into the environment at, on or under the License Area and any Access Areas that are directly attributable to Licensee.
21. ASSIGNMENT
All of the terms, covenants and conditions of this Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns. This Agreement and the rights and obligations of Licensee is personal to Licensee and shall not be assigned, transferred, or hypothecated (collectively referred to
as “transferred”), in whole or in part, without the prior written consent of OC San, which consent may be withheld in OC San’s sole and absolute discretion for any reason or no reason at all. Any assignment of this Agreement or the License granted hereunder, voluntarily or by operation of law, shall automatically terminate this Agreement, unless Licensee has obtained the prior written consent of OC San.
22. CONFLICT OF INTEREST
The Licensee or its employees may be subject to the provisions of the California Political Reform Act of 1974 (“Act”), which (a) requires such persons to disclose any
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financial interest that may foreseeably be materially affected by the work performed under this License, and (b) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act,
Licensee shall conform to all requirements of the Act. Failure to conform to the
requirements of the Act constitutes a material breach and is grounds for immediate termination of this License by OC San. Licensee shall indemnify and hold harmless OC San for any and all claims for damages resulting from Licensee’s violation of this Section.
23. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
License shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Licensee to OC San shall be addressed to OC San
at:
Orange County Sanitation District Attn: Wally Ritchie 18480 Bandilier Circle
Fountain Valley, CA 92708
All notices, demands, requests or approvals from OC San to Licensee shall be addressed to Licensee at:
City of Newport Beach Attn: Assistant City Engineer 100 Civic Center Drive Newport Beach, CA 92660
Notwithstanding the foregoing, all notices under Section 7.1.4 shall be provided electronically as set forth therein.
24. STANDARD PROVISIONS
24.1 Recitals. OC San and Licensee acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
24.2 Compliance with Laws. Licensee, at its sole cost and expense, shall observe, perform, and comply with all laws, statutes, ordinances, rules, and regulations promulgated by any governmental agency and applicable to the License Area, or the use thereof, including all Americans with Disability Act requirements, applicable zoning
ordinances, building codes and environmental laws. Licensee shall not occupy or use the License Area or permit any portion thereof to be occupied or used for any use or
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purpose that is unlawful, in part or in whole, or deemed by OC San to be disreputable in any manner or extra hazardous on account of fire.
24.3 Not Agent of OC San. Neither anything in this Agreement nor any acts of
Licensee shall authorize Licensee to act as agent, contractor, joint venture or employee of OC San for any purpose.
24.4 Waiver. The waiver by either Party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or
regulation, or of any subsequent breach or violation of the same or other term, covenant,
condition, ordinance, law or regulation. The subsequent acceptance by either Party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, condition, covenant of this Agreement or any applicable law,
ordinance or regulation.
24.5 Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein.
24.6 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement, or any other attachments attached hereto, the terms of this Agreement shall govern.
24.7 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or
against either Party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
24.8 Amendments. This Agreement may be modified or amended only by a written document executed by both Licensee and OC San and approved as to form by the OC San Attorney.
24.9 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
24.10 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
24.11 Equal Opportunity Employment. Licensee represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age.
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24.12 Taxes. Licensee shall pay any and all personal interest property taxes, real property taxes, possessory interest taxes, fees and assessments, or similar charges which may at any time be imposed or levied by any public entity and attributable to the
Agreement authorized herein. OC San hereby gives notice to Licensee, pursuant to
Section 107.6 of the California Revenue and Taxation Code that this Agreement may create a possessory interest in and to the property of OC San, a tax-exempt public entity, the payment of which taxes shall be the sole obligation of Licensee. Licensee shall indemnify, defend and hold harmless OC San against any and all such taxes, fees,
penalties or interest assessed, or imposed against OC San hereunder.
24.13 No Third-Party Beneficiaries. Neither anything in this Agreement nor any acts of Licensee shall authorize Licensee to act as agent, contractor, joint venture or employee of OC San for any purpose.
24.14 No Attorneys’ Fees. In the event of any dispute under the terms of this
Agreement the prevailing party shall not be entitled to attorneys’ fees.
24.15 [reserved]
24.16 Time is of the Essence. Time is of the essence for this Agreement.
24.17 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
25. NO DAMAGES
Licensee acknowledges that OC San would not enter into this Agreement if it were to be liable for damages (including, but not limited to, actual damages, economic damages, consequential damages, lost profits, loss of rents or other revenues, loss of
business opportunity, loss of goodwill or loss of use) under, or relating to, this Agreement or any of the matters referred to in this Agreement. Accordingly, Licensee covenants and agrees on behalf of itself and its successors and assigns, not to sue OC San (either in its capacity as licensor in this Agreement or in its capacity as OC San) for damages (including, but not limited to, actual damages, economic damages, consequential
damages, lost profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use) or monetary relief for any breach of this Agreement by OC San or for any dispute, controversy, or issue between OC San and Licensee arising out of or connected with this Agreement or any of the matters referred to in this Agreement, the parties agreeing that declaratory relief, injunctive relief, mandate and specific
performance shall be Licensee’s sole and exclusive judicial remedies. Notwithstanding the foregoing, nothing in this Section 25 shall limit Licensee's remedies as expressly set forth in this Agreement. 26. GOVERNMENT CLAIMS ACT
Licensee and OC San agree that in addition to any claims filing or notice requirements in this Agreement, Licensee shall file any claim that Licensee may have
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against OC San in strict conformance with the Government Claims Act (Government Code sections 900 et seq.), or any successor statute.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below.
LICENSEE:
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date: __________________
By: ____________________________
Aaron C. Harp
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: ____________________
By: _______________________________
Grace K. Leung
City Manager
ATTEST:
Date: _________________
By:____________________________
Leilani I. Brown City Clerk
ORANGE COUNTY SANITATION DISTRICT Date: _____________________
By: _______________________________
Name: Ryan P. Gallagher Title: Board Chairman
APPROVED AS TO FORM:
Date: _________________
By: __________________________ Adriene Plescia Lynch
Alston & Bird LLP
ATTEST:
Date: _____________________
By: __________________________ Kelly A. Lore
Clerk of the Board
[END OF SIGNATURES]
Attachments: Exhibit “A”: Depiction of License Area and Banning Gate Exhibit “B”: Insurance Requirements Exhibit “C”: Form of Main Gate Access Request
LICENSOR:
Orange County Sanitation District Page A-1 LEGAL02/44050596v6
EXHIBIT “A” Depiction of the License Area
Orange County Sanitation District Page B-1 LEGAL02/44050596v6
Exhibit “B” Insurance Requirements 1. Provision of Insurance. Without limiting Licensee’s indemnification of OC San, and
prior to commencement of Work, Licensee shall require Licensee’s Contracted Representatives to obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and, in a form, satisfactory to OC San. Licensee agrees to cause Licensee’s Contracted Representatives to provide insurance in accordance with requirements set forth here.
If Licensee uses existing coverage to comply and that coverage does not meet these requirements, Licensee agrees to cause Licensee’s Contracted Representatives to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by OC San’s Risk Manager. 3. Coverage Requirements. A. Workers’ Compensation Insurance. Licensee shall maintain or Licensee’s
self-insurance shall cover Workers’ Compensation Insurance providing
statutory benefits and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000) each employee for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Licensee shall
require each Licensee’s Contracted Representatives to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with California law for all of the Licensee’s Contracted Representatives’ employees. The insurer issuing the Workers’ Compensation insurance shall amend its policy by endorsement to waive all rights of
subrogation against OC San, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the property upon which Licensee performs the City Projects and/or services (if any) contemplated by this Agreement. Licensee shall submit and cause Licensee’s Contracted Representatives to submit to OC San, along with
the certificate of insurance, a Waiver of Subrogation endorsement in favor of OC San, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the OC San Property upon which Licensee performs the City Projects and/or services (if any) contemplated by this Agreement.
Orange County Sanitation District Page B-2 LEGAL02/44050596v6
B. General Liability Insurance. Licensee’s self-insurance shall cover and Licensee shall cause Licensee’s Contracted Representatives to maintain commercial general liability insurance and, if necessary, umbrella liability
insurance, with coverage at least as broad as provided by Insurance Services
Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate and two million dollars ($2,000,000) completed operations aggregate. The policy shall cover liability arising from premises, operations,
products-completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Licensee’s self-insurance shall cover and Licensee shall cause Licensee’s Contracted Representatives to maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01covering bodily injury and property damage for all activities of Licensee arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for
each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverages maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against OC
San, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the OC San Property upon which Licensee performs the City Projects and/or services (if any) contemplated by this Agreement or shall specifically allow Licensee,
Licensee’s Contracted Representatives or others providing insurance evidence
in compliance with these requirements to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against OC San and shall require similar written express waivers and insurance clauses from each of its Licensee’s Contracted Representatives. B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, and pollution liability, automobile liability, protection and indemnity liability, and vessel pollution liability if required, but not including professional liability, shall provide or be endorsed to provide that OC San, its elected or appointed officers, agents,
officials, employees, volunteers, agents, the State of California Department of
Parks and Recreation, and any person or entity owning or otherwise in legal control of the OC San Property upon which Licensee’s Representatives perform the City Projects and/or services (if any) contemplated by this Agreement shall be included as additional insureds under such policies.
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C. Primary and Non-Contributory. Licensee’s and Licensee’s Contracted
Representatives insurance coverages shall be primary insurance and/or the
primary source of recovery with respect to OC San, its elected or appointed
officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the OC San Property upon which Licensee’s Representatives perform the City Projects and/or services (if any) contemplated by this Agreement. Any insurance or self-insurance maintained
by OC San shall be excess of Licensee’s and Licensee’s Contracted
Representatives’ insurance and shall not contribute with it. D. Notice of Cancellation. All policies shall provide OC San with thirty (30) calendar days’ notice of cancellation or nonrenewal of coverage (except for nonpayment for which ten (10) calendar days’ notice is required) for each
required coverage. 5. Additional Agreements Between the Parties. The Parties hereby agree to the following: A. Evidence of Insurance. Licensee shall provide certificates of insurance to
OC San as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers’ compensation and other endorsements as specified herein for each coverage. All of the executed documents referenced in this Agreement must be returned to OC San within ten (10) regular OC San business days after the Agreement is fully executed.
Insurance certificates and endorsements must be approved by OC San’s Risk
Manager prior to commencement of work. Current certification of insurance shall be kept on file with OC San at all times during the term of this Agreement. OC San reserves the right to require complete, certified copies of all required insurance policies, at any time. B. OC San’s Right to Revise Requirements. OC San reserves the right at any
time during the Term of the Agreement to change the amounts and types of insurance required by giving Licensee ninety (90) calendar days’ advance written notice of such change. C. Right to Review Subcontracts. Licensee agrees that upon request, all
agreements with Licensee’s Contracted Representatives or others with whom
Licensee enters into agreements with on behalf of Licensee will be submitted to OC San for review. Failure of OC San to request copies of such agreements will not impose any liability on OC San, or its employees. Licensee shall require and verify that all Licensee’s Contracted Representatives maintain insurance
meeting all the requirements stated herein, and Licensee shall ensure that OC
San is an additional insured on insurance required from Licensee’s Contracted Representatives. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13.
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D. Enforcement of Agreement Provisions. Licensee acknowledges and agrees that any actual or alleged failure on the part of OC San to inform Licensee of non-compliance with any requirement imposes no additional obligations on OC
San nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Exhibit are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes
of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Licensee (or Licensee’s Contracted Representatives) maintains higher limits than the minimums shown above, OC San requires and shall be entitled to coverage for higher limits maintained by Licensee or
Licensee’s Contracted Representatives. Any available proceeds in excess of specified minimum limits of insurance and coverage shall be available to OC San. F. Self-Insured Retentions. Licensee agrees not to permit Licensee’s Contracted Representatives to self-insure or to use any self-insured retentions
on any portion of the insurance required herein and further agrees that it will not allow any indemnifying Licensee’s Contracted Representatives to self-insure its obligations to OC San. If Licensee’s existing coverage includes a self-insured retention, the self-insured retention must be declared to OC San. OC San may review options with Licensee, which may include reduction or
elimination of the self-insured retention, substitution of other coverage, or other solutions. Licensee agrees to be responsible for payment of any deductibles on Licensee’s and/or any of its Licensee’s Contracted Representatives’ policies. G. OC San Remedies for Non-Compliance. If Licensee or any Licensee’s
Contracted Representatives fails to provide and maintain insurance as required herein, then OC San shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Licensee’s right to proceed until proper evidence of insurance is provided. Any amounts paid by
OC San shall, at OC San’s sole option, be deducted from amounts payable to
Licensee or reimbursed by Licensee upon demand. H. Timely Notice of Claims. Licensee shall give OC San prompt and timely notice of claims made or suits instituted that arise out of or result from Licensee’s or Licensee’s Contracted Representatives’ performance under this
Agreement, and that involve or may involve coverage under any of the required
liability policies. OC San assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve OC San.
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I. Coverage not Limited. All insurance coverage and limits provided by Licensee or its Licensee’s Contracted Representatives and available or applicable to this Agreement are intended to apply to the full extent of
Licensee’s self-insurance and Licensee’s Contracted Representatives’
policies, as applicable. Nothing contained in this Agreement or any other agreement relating to OC San or its operations limits the application of such insurance coverage. J. Coverage Renewal. Licensee will cause Licensee’s Contracted
Representatives to renew the coverage required here annually as long as Licensee continues to perform any work under this Agreement or any other agreement with OC San. Licensee shall provide proof that policies of insurance required herein expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that
such coverage has been ordered shall be submitted prior to expiration. In the case of Licensee’s Contracted Representatives, a coverage binder or letter from Licensee’s Contracted Representatives’ insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage
must be provided to OC San within five (5) calendar days of the expiration of the coverages.
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EXHIBIT “C”
FORM OF MAIN GATE ACCESS REQUEST
Main Gate Access Form for After Hours Access to City of Newport Beach Lease site at OC San Plant No.2
1. Name of Company:
2. Name of Requestor:
3. Requestor phone #:
4. What work is to be performed at the lease site?
5. What hours do you anticipate to be onsite?
6. Please indicate the dates the access is needed.
Please email this completed Form to:
• anazaroff@ocsan.gov
• jfrattali@ocsan.gov
• kaleman@ocsan.gov
• seniorplantoperatorsp2@ocsan.gov
• operationssupsp2@ocsan.gov
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3891 Agenda Date:10/23/2024 Agenda Item No:9.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
MAXIMO TO MAXIMO APPLICATION SUITE
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Professional Services Agreement to Total Resource Management, Inc. to upgrade
Maximo to Maximo Application Suite, Specification No. CS-2024-623BD, for a total amount not
to exceed $296,441; and
B. Approve a contingency of $44,467 (15%).
BACKGROUND
The Orange County Sanitation District (OC San)has been using IBM Maximo as a Computerized
Maintenance and Management System for the last 10 years to maintain and manage all work
performed on OC San assets at Plant Nos.1 and 2,and the Collections System.OC San is currently
using version 7.6.1.3 of Maximo.IBM is ending support for this current version in September 2025.
IBM is replacing this current version of the standalone application with a newer suite of applications
called Maximo Application Suite (MAS).OC San needs to upgrade to the newer Maximo Application
Suite to receive continued support and upgrades from IBM.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
·Protect OC San assets
·Maintain a proactive asset management program
PROBLEM
OC San has been using IBM’s Maximo as its Enterprise Asset Management application for the past
10 years.OC San is currently on version 7.6.1.3 of this application.The support for this version by
IBM ends in September 2025.IBM is replacing this version of the application with a newer
application called Maximo Application Suite.Maximo Application Suite is an integrated suite,
enabling easier access to a full set of asset lifecycle applications.The following are the applicationsOrange County Sanitation District Printed on 10/17/2024Page 1 of 4
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File #:2024-3891 Agenda Date:10/23/2024 Agenda Item No:9.
enabling easier access to a full set of asset lifecycle applications.The following are the applications
that are part of the Maximo Application Suite:
-Maximo Manage
-Maximo Mobile
-Maximo Monitor
-Maximo Visual Inspection
-Maximo Health
-Maximo Predict
-Maximo Assist
The specific application within the suite that replaces OC San’s current version of Maximo is Maximo
Manage.
PROPOSED SOLUTION
Upgrade to Maximo Application Suite using Total Resource Management,Inc.so that OC San can
receive continued support and upgrades from IBM.
TIMING CONCERNS
Support for current version expires September 2025.
RAMIFICATIONS OF NOT TAKING ACTION
OC San will not be able to receive software support and required updates from IBM.
PRIOR COMMITTEE/BOARD ACTIONS
October 2021 -Approved a Professional Services Agreement to Total Resource Management,Inc.to
provide a Maximo Mobile Solution,Specification CS-2021-1257BD,for a total amount not to exceed
$174,722 and approved a contingency of $26,208 (15%).
June 2019 -Awarded a Professional Consultant Services Agreement to Total Resource Management,
Inc.for the procurement of software and services to implement and configure the Transportation
Module for Enterprise Asset Management System (IBM Maximo),Specification CS-2018-1003BD,for
a total amount not to exceed $424,10 and approved a contingency of $42,410 (10%).
ADDITIONAL INFORMATION
An RFP was issued on July 12,2024,via PlanetBids.Proposals were due on August 14,2024.OC
San received five proposals which are valid for 180 calendar days from the proposal due date.
Prior to receipt of proposals,an Evaluation Team was formed consisting of an OC San Project
Manager/Principal Info Tech Analyst with support from a Senior Info Tech Analyst,a Maintenance
Supervisor,and a Financial Management Representative.The team was chaired by a Purchasing
Representative as a non-voting member.On August 22,2024,an evaluation kick-off meeting was
held with the evaluation team to discuss the policies and procedures of the evaluation process.
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File #:2024-3891 Agenda Date:10/23/2024 Agenda Item No:9.
Individual scoring was the chosen method of evaluation for this procurement.Members of the team
performed an independent review of the proposals and later met as a group with the Buyer to discuss
their preliminary scores and discuss any questions/concerns they had.Proposals were evaluated
based on the following criteria:
CRITERION WEIGHT
1. Qualifications of the Firm 30%
2. Proposed Staffing & Project Organization 20%
3. Work Plan 30%
4. Cost 20%
The evaluation team first reviewed and scored the proposals based upon the criteria listed above,
other than cost.
Rank Proposer Criterion 1
(Max 30%)
Criterion 2
(Max 20%)
Criterion 3
(Max 30%)
Subtotal
Score (Max
80%)
1 Total
Resource
Management
, Inc.
27%15%25%67%
2 Sheffield
Scientific
18%15%20%53%
3 Bahwan
Cybertek
17%11%20%48%
4 Sedin
Technologies
14%13%17%44%
5 TommyTQL 10%5%7%22%
All proposals were accompanied by a sealed cost proposal. Only the cost proposal for the highest
ranked firm was opened.
COST INFORMATION FOR OPENED PROPOSALS
Rank Proposer ORIGINAL COST BAFO
1 Total Resource
Management, Inc.
$313,000.00 $296,441.00
CEQA
N/A
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File #:2024-3891 Agenda Date:10/23/2024 Agenda Item No:9.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 90,Computer Equipment)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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Professional Services Agreement 1 of 20 Specification No. CS-2024-623BD Revision 081823
PROFESSIONAL SERVICES AGREEMENT Upgrade Maximo to Maximo Application Suite Specification No. CS-2024-623BD
This PROFESSIONAL SERVICES AGREEMENT (hereinafter referred to as “Agreement”) is
made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Total Resource Management, Inc. (hereinafter referred to as “Consultant”), and collectively referred to herein as the “Parties.” R E C I T A L S
WHEREAS, OC San desires to obtain Upgrade Maximo to Maximo Application Suite as described in Exhibit “A” attached hereto and incorporated herein by this reference (“Services”); and WHEREAS, Consultant is qualified to provide the Services by virtue of experience, training, and expertise; and WHEREAS, OC San desires to engage Consultant to render the Services as provided herein; and
WHEREAS, OC San selected Consultant to provide the Services in accordance with OC San’s current Purchasing Ordinance; and
WHEREAS, on October 23, 2024, OC San’s Board of Directors, by minute order, authorized execution of this Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Agreement and all exhibits hereto are made by OC San and the Consultant. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Agreement. Exhibit “A” – Scope of Work
Exhibit “B” – Proposal and Best and Final Offer (BAFO) Exhibit “C” – Determined Insurance Requirement Form (Negotiated) Exhibit “D” – Contractor Safety Standards
Exhibit “E” – Human Resources Policies 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement
and any of the provisions of the exhibits hereto, the provisions in the Agreement shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Consultant as a result of work performed
in anticipation of purchases of the Services by OC San. 1.5 Work Hours: The work required under the Agreement may include normal business hours, evenings, and weekends. All work or meetings with OC San staff shall be
Professional Services Agreement 2 of 20 Specification No. CS-2024-623BD Revision 081823
scheduled Monday through Friday, between the hours of 7:30 a.m. and 5:30 p.m. OC San will not pay for travel time.
1.6 Days: Shall mean calendar days, unless otherwise noted.
1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Access to Premises. OC San shall provide Consultant with reasonable and timely access to the sites and personnel necessary for Consultant to perform its obligations under this Agreement. OC San shall allow Consultant personnel reasonable access to OC San site and facilities (telephone, facsimile, parking, etc.) during normal business hours and at other reasonable times as requested by Consultant and pre-approved by OC San. The assistance or presence of OC San’s personnel will not relieve Consultant of any of its responsibilities under this Agreement. 1.9 Background Checks and Removal of Personnel. Prior to being allowed to perform any
work on this Project, all non-OC San personnel assigned to the Project may be required to submit to and pass a background check by the Fountain Valley Police Department in California. In addition, OC San shall have the sole and exclusive right
to require Consultant to immediately remove any individual from the Project for any reason deemed to be in the best interests of OC San. Consultant shall replace any employee removed from the Project within ten (10) business days of said removal.
1.10 The provisions of this Agreement may be supplemented, amended, or waived only by an amendment executed by authorized representatives of both Parties. 1.11 All approvals or consents required or contemplated by this Agreement must be in writing to be effective. 1.12 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof.
2. Definitions. 2.1 As-Built Documentation. The term “As-Built Documentation” means the Baseline Documentation plus the Documentation for any Configuration Changes and Custom
Modifications. All “As-Built Documentation” shall supplement and not conflict with the terms of this Agreement. In the event of a conflict, the terms of this Agreement shall prevail.
2.2 Baseline Documentation. The term “Baseline Documentation” means original system configuration documentation prior to upgrades or changes. 2.3 Configuration Changes. The term “Configuration Changes” is defined as any modification or changes other than a Custom Modification.
2.4 Consultant Application Software. The term “Consultant Application Software” is defined as any Software owned or sublicensed, installed, and/or configured by Consultant as a component of the Services provided, whether in machine readable or printed form, including, but not limited to, any applications, modules, subsystems,
Professional Services Agreement 3 of 20 Specification No. CS-2024-623BD Revision 081823
Interfaces, Configuration Changes, Custom Modifications, Updates, and Documentation.
2.5 Custom Modification. The term “Custom Modification” is defined as a modification of the Consultant Application Software Source Code or data base structure, which
provides new or improved functions or features to address specific requirements of this Agreement. 2.6 Defect. The term “Defect” is defined as any error, failure, deficiency, or any other unacceptable variance or failure of the System or any component thereof to fully conform to the warranties and requirements described in this Agreement. With respect to the Consultant Application Software, the term “Defect” is defined as any error, failure, or deficiency or any other unacceptable variance from any required, specified, or expected program behaviors as may be required by OC San or necessary for the Consultant Application Software to operate correctly and in full compliance with the terms of this Agreement. This includes expected program behaviors as described in any Consultant Application Software Documentation. In the event of a conflict between this Agreement and documentation provided by Consultant to OC San, the terms and conditions of this Agreement shall prevail.
2.7 Documentation. The term “Documentation” is defined as all written, electronic, or recorded works including all “As-Built Documentation” that describe the uses, features,
functional capabilities, performance standards, and reliability standards of the System, or any subsystem, component, or Interface, and that are published or provided to OC San by Consultant or its subcontractors, including, without limitation, all end user and
System administrator manuals, help files, training aids and manuals, training and support guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 2.8 Fix Pack. The term “Fix Pack” is defined as a formal release of programming code and Documentation that provides corrections to any Consultant Application Software programs including, but not limited to, bug fixes, error corrections, and patches. 2.9 Functional, Performance, and Reliability Specifications and Requirements. The term “Functional, Performance, and Reliability Specifications and Requirements” is defined as all definitions, descriptions, requirements, criteria, warranties, and performance
standards relating to the System set forth in: (a) this Agreement; (b) any mutually agreed upon amendment; and (c) any functional and/or technical specifications which are published or provided by Consultant or its licensors or suppliers from time to time
with respect to the System or any Products. 2.10 Go-Live Support. The term “Go-live Support” is as described in “Exhibit “A” Scope of
Work. 2.11 Interfaces. The term “Interfaces” is defined as one or more of the specialized software applications developed or sublicensed by Consultant and installed as a part of the Project for the purpose of sharing information (data) between Consultant and/or Consultant Application Software and any other software program or device.
Functional requirements for each Interface to be included as a part of the System are provided Exhibit “A”, Scope of Work. 2.12 Products. The term “Products” is defined as all Software listed in “Exhibit “A”, Scope of Work.
Professional Services Agreement 4 of 20 Specification No. CS-2024-623BD Revision 081823
2.13 Project. The term “Project” is defined as the totality of Consultant’s obligation under this Agreement to develop, supply, install, configure, test, implement, and maintain the
System. 2.14 Services. The term “Services” is defined as the implementation, development,
training, configuration, loading, testing, project management, and other services to be provided by Consultant under this Agreement, including, without limitation, the tasks detailed in Exhibit “A”, Scope of Work. 2.15 Software. The term “Software” includes the following components provided and licensed by Consultant under this Agreement: (a) Consultant Application Software; (b) Third-Party Software; (c) Custom Modifications, and (d) Interfaces. 2.16 Source Code. The term “Source Code” is defined as a computer program in its original programming language (such as FORTRAN or C) before translation into object code usually by a compiler. 2.17 System. The term “System” is defined as the collective whole of all Products and Services to be purchased, developed, licensed, supplied, installed, configured, tested,
and implemented by Consultant under this Agreement. 2.18 System Administrator Documentation. Is defined as that portion of the Documentation
addressing the operation and maintenance functions of the System. 2.19 Third-Party Software. The term “Third-Party Software” is defined as any Software to
be supplied under this Agreement that is purchased or licensed directly from any source external to Consultant for use with or integration into the System. 2.20 Updates. The term “Updates” is defined as modifications, improvements, additions, and corrections to the Products and/or related Documentation, including functional and/or product enhancements, bug fixes, patches, new releases, new versions, and replacement modules or products that Consultant makes generally available to its customers with or without an additional fee. 2.21 User Acceptance. The term “User Acceptance” shall be defined as that date on which all Services under section titled “Deliverables” in Exhibit “A”, Scope of Work have been
successfully completed by Consultant and accepted by OC San. 2.22 Work Product. The term “Work Product” is defined as the Products and Services and
all other programs, algorithms, reports, information, designs, plans, and other items developed by Consultant under this Agreement, including all partial, intermediate or preliminary versions thereof.
3. Scope of Work. 3.1 Consultant shall provide the Services identified in Exhibit “A” in a competent, professional, and satisfactory manner in accordance with generally accepted industry and professional standards, including fiduciary standards, ethical practices, and standards of care and competence for its trade/profession. Consultant agrees to
comply with all applicable Federal, State, and local laws and regulations. 3.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties.
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3.3 Familiarity with Work. By executing this Agreement, Consultant warrants that: (a) it has investigated the work to be performed; and (b) it understands the facilities,
difficulties, and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown condition materially differing from those inherent in the work or as represented by OC San, it shall immediately inform OC San of this and
shall not proceed, except at Consultant’s risk, until written instructions are received from OC San. 3.4 Performance. Time is of the essence in the performance of the provisions hereof. 4. License. 4.1 Grant of License. 4.1.1 Consultant hereby grants to OC San a perpetual, irrevocable, nonexclusive, and nontransferable license under applicable copyrights and/or trade secrets (either site, node locked or per user as specified in Exhibit “A”,) to use all Consultant application software provided under this Agreement. OC San shall have the right to use all Consultant application software or any portion thereof on any equipment locked on a single computer node (as determined by a specific LAN address) as a site license or concurrently on a number of
computer nodes so long as the number of concurrent Users does not exceed the number licensed for the LAN, or on one or more backup computer nodes.
4.1.2 OC San shall have the right to use all Consultant application software as may be necessary in order to operate the system purchased under this Agreement. In addition, OC San shall have the right to use the Consultant application
software as necessary to (a) operate the system (b) conduct internal training and testing, and (c) perform disaster recovery, backup, archive, and restoration testing and implementation as may be required in OC San’s judgment. This license shall apply to all commercially available updates throughout the term of this Agreement. OC San shall have the right to use all Consultant application software licensed under this Agreement on any equipment at any facility and at any location and may make as many copies of the software as it desires to support its authorized use of the software, provided the copies include Consultant’s or the third-party owner’s copyright or other proprietary notices. 4.2 User Acceptance.
4.2.1 All license rights of third-party software shall originate from the manufacturer. All third-party software licenses shall be provided to OC San and become effective at the time the product is used by OC San in a live environment.
4.2.2 The approval of Consultant for OC San to use Consultant Application Software and Third-Party Software and OC San’s use of the software shall not constitute
a waiver of OC San’s right to reject the System, in whole or in part, if the requirements for User Acceptance are not met. 4.3 Limitations on License. Except as licensed to OC San, Consultant retains all of its current rights, title, and interest in the Consultant Application Software, including derivative works, custom
modifications, configuration changes, and updates. Unless authorized by Consultant or required by law, OC San will not: (1) make available or distribute all or part of the software to any third party by assignment, sublicense, or any other means; or (2) disassemble, decompile, or reverse engineer the software, or allow any third party to do so.
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5. Security. 5.1 Certain software packages are required to operate in conjunction with a hardware lock
device or in conjunction with license administration software and a license authorization key provided by Consultant or its representative. OC San shall take no steps to avoid or defeat the purpose of any required lock device or authorization key.
Use of any software package without a required lock device or authorization key shall be unlicensed under this Agreement. 5.2 Restricted Access. 5.2.1 OC San will use every reasonable method to restrict access to the Consultant Application Software, or documentation related thereto, to persons not authorized to use the Consultant Application Software under the terms of this Agreement. 5.2.2 OC San will not copy the Consultant Application Software or documentation except as necessary for use under this Agreement. 5.2.3 OC San will not decrypt, reverse compile, or disassemble the Consultant Application Software. 5.2.4 OC San will not export or re-export the Consultant Application Software or documentation.
5.2.5 OC San will abide by all applicable Federal and State trademark and copyright laws. 6. Warranty. 6.1 System Warranty. Consultant warrants that the System will meet the Functional, Performance, and Reliability Specifications and Requirements as defined in this
Agreement. As applicable, 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. Consultant warrants that for the term of this Agreement and within 30 days from the effective date of “Go-live” event under MILESTONE 8 as indicated in Exhibit “A”, Scope of Work, the System will perform as described in Exhibit “A”, Scope of Work in material and workmanship and will remain in good working order. In the event the System does not meet these warranties, Consultant shall provide, at no charge, the necessary software, hardware, and/or services required to attain the levels or standards contained in these warranties. 6.2 Consultant Application Software Warranties. Consultant warrants that it owns or
otherwise has the right to license the Consultant Application Software to OC San and that it possesses all rights and interests necessary to enter into this Agreement. In addition, Consultant warrants that:
6.2.1 All Consultant Application Software licensed under this Agreement is free of known Defects, viruses, worms, trojan horses, or otherwise (except for
documented security measures such as password expiration functions); 6.2.2 During the term of the Agreement; the Consultant Application Software will meet or exceed the Functional, Performance, and Reliability Specifications and Requirements herein;
6.2.3 Consultant Application Software is and will be general release versions that have been fully tested at Consultant’s site in accordance with best industry practices and are not beta or pre-release versions (unless agreed to in writing by OC San); and
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6.2.4 Custom Modifications and Interfaces have been fully tested in accordance with best industry practices and are free of known Defects. Consultant further
agrees that during the term of this Agreement, Consultant will provide OC San, if OC San so desires, with any Updates at no additional cost (including any and all costs associated with the installation of those Updates) immediately upon
their commercial availability to any other entity. 6.3 Work Quality Warranty. Consultant warrants that all work performed by Consultant and/or its subcontractors under this Agreement will conform to best industry practices and will be performed in a professional and workmanlike manner by staff with the necessary skills, experience, and knowledge to do so. 6.4 Regulatory Warranty. Consultant warrants that, for the term of this Agreement, the System will comply with all processing and reporting requirements for State and Federal laws and regulations. If the Software requires updating due to a change in a State or Federal law or regulation affecting OC San, Consultant will provide these changes per a mutually agreed to schedule at no additional charge to OC San. Notwithstanding this provision, in no event shall Consultant provide said update later than the date required by the State or Federal law or regulation affecting OC San. In
the event OC San is notified of a change in State or Federal law or regulation that requires updating the Software, OC San will notify Consultant of that change as soon as reasonably possible.
6.5 Documentation Warranty. Consultant warrants that, for the term of this Agreement, the Documentation for all licensed Consultant Application Software will be complete
and accurate in all material respects. The Documentation will be revised to reflect all Updates and Interfaces provided by Consultant under this Agreement. This includes Documentation on any Custom Modification or Configuration Changes made to the System by Consultant during the installation process. 6.6 Service Warranty. During the term of this Agreement, Consultant warrants that it will remedy any failure, malfunction, Defect, or nonconformity in the System, as follows: 6.6.1 Priority One (P1) Defects. For purposes of this warranty, a P1 Defect includes, but is not limited to, loss of data, data corruption, a System or subsystem abort, any condition where productive use of the System or any component thereof
is prohibited and no acceptable workaround is available. Examples of P1 Defects include, but are not limited to:
6.6.1.1 System is down;
6.6.1.2 Application, module or Interface is down or non-operational;
6.6.1.3 An Interface or application critical to System operation is substantially
impaired or problematic;
6.6.1.4 Loss of data or data corruption after data has been entered;
6.6.1.5 A subsystem or component thereof is non-functional;
6.6.1.6 Productive use is prohibited;
6.6.1.7 Two or more workstations or mobile devices lock up or malfunction intermittently; or
6.6.1.8 A user cannot log on to the System.
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6.6.2 Priority Two (P2) Defects. For purposes of this warranty a P2 Defect includes, but is not limited to, compromise of the primary purpose of the System,
subsystem, or Interface to an external system. Productive use by the end user is substantially impacted and an acceptable workaround is not available. Examples of P2 Defects include, but are not limited to:
6.6.2.1 A Software function does not work correctly;
6.6.2.2 The user cannot produce a report with correct calculations;
6.6.2.3 System, subsystem, or an Interface performance is deemed unacceptable per the Functional, Performance, and Reliability Specifications and Requirements;
6.6.2.4 Incorrect cross streets are displayed on a verified address or location;
6.6.2.5 Cannot create a scheduled event; or
6.6.2.6 A single workstation or mobile device locks up or malfunctions intermittently. 6.6.3 Priority Three (P3) Defects. For purposes of this warranty, a P3 Defect includes, but is not limited to, incomplete operation of a System component which impacts productivity of staff but an acceptable workaround is generally available.
Examples of P3 Defects include but are not limited to: 6.6.3.1 Single workstation or mobile device locks up intermittently but
infrequently;
6.6.3.2 Minor deficiencies occur intermittently in any component of the System;
6.6.3.3 A mapping function doesn’t work, but the failure does not interfere with
the user’s ability to perform required tasks;
6.6.3.4 A report does not function or report provides incorrect results; or
6.6.3.5 An incorrect message is presented in a dialog box. 6.6.4 Priority Four (P4) Defects. For purposes of this warranty, a P4 Defect consists of those problems deemed by OC San to be mainly cosmetic. Examples of P4 Defects include, but are not limited to: 6.6.4.1 A misspelled word in the header of a report or in a help file;
6.6.4.2 A minor error in output that does not interfere with the correct outputting of statistics from the system;
6.6.4.3 Minor printing errors in a report that does not impede OC San’s ability to utilize the report for the required purpose;
6.6.4.4 Minor variances in text where the help file does not match the
Documentation;
6.6.4.5 Minor variances in text where the Documentation does not match the functionality but the System works properly; or
6.6.4.6 A print button does not work, but the user can still print without opening or closing multiple windows or loosing data or rebooting the System.
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6.6.5 Multiple Failures. Any situation involving multiple, contemporaneous failures,
regardless of their individual priorities, will be regarded as a Priority One Defect if, in OC San’s determination, the situation results in OC San having essentially no productive use of the System or a major subsystem.
6.6.6 Permanent Cure. If OC San accepts a workaround or other temporary cure as the remedy for any reported Defect, Consultant shall provide and install at no cost to OC San a permanent correction or cure and installation support within ten (10) days after the permanent cure becomes available. 6.6.7 Third-party Warranty Coverage. Third-party products are provided with a pass-thru-warranty from the original manufacturer. 7. Infringement Claims If an infringement claim occurs, Consultant has thirty (30) days after the receipt of OC San’s written notice of the claim or the date on which Consultant first becomes aware of the claim, whichever is sooner, to either: (a) procure for OC San the right to continue using the affected Product, Service, subsystem, component or Interface and deliver or provide the Product,
Service, subsystem, component, or Interface to OC San; or (b) repair or replace the infringing Product, Service, subsystem, component, or Interface so that it becomes non-infringing, provided the performance of the System or any subsystems, components, or
Interfaces is not adversely affected by the replacement or modification. In the event Consultant is unable to comply with either subsection (a) or (b) of this paragraph within thirty (30) days, OC San may terminate this Agreement without any further obligation to
Consultant. In the event of termination, in addition to any other legal remedies available to OC San, Consultant will refund OC San, within ten (10) days of OC San’s notice of termination, the license fees OC San paid to Consultant for the Product, Service, subsystem, component, or Interface. If the inability to comply with either subsection (a) or (b) of this paragraph causes the System to fail to meet the Functional, Performance, and Reliability Specifications and Requirements or to otherwise become ineffective, Consultant will refund OC San all fees paid to Consultant under this Agreement. 8. Term. 8.1 The term of this Agreement shall be for two hundred fifty (250) calendar days from the effective date of the Notice to Proceed.
8.1.1 Effect on Project Schedule. The time periods and requirements set forth in in Exhibit “A” will not excuse Consultant from complying with the completion dates
set forth in the Project schedule. Unless otherwise specified, the completion dates set forth in the Project schedule constitute the dates by which Consultant must complete the testing required by this Agreement and achieve final system
acceptance of the system installed. 8.1.2 Deadline for Final System Acceptance. The system must be fully operational and in full productive use and final system acceptance must occur no later than duration established in Exhibit “A”.
8.2 Extensions. The term of this Agreement may be extended only by an amendment signed by both Parties.
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9. Compensation. 9.1 As compensation for the Services provided under this Agreement, OC San shall pay
Consultant a total amount not to exceed Two Hundred Ninety Six Thousand Four Hundred Forty One Dollars ($296,441.00).
9.2 Consultant shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. 10. Payments and Invoicing. 10.1 OC San shall pay itemized invoices for Milestones completed in accordance with Exhibit “A” and consistent with Exhibit “B” thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee. 10.2 OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 10.3 Consultant shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number.
11. California Department of Industrial Relations Registration and Record of Wages. 11.1 To the extent Consultant’s employees and/or its subconsultants perform work related
to this Agreement for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for
applicable work under this Agreement. It is Consultant’s responsibility to interpret and implement any prevailing wage requirements and Consultant agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 11.2 Consultant and its subconsultants shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 11.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of
per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD.
11.4 Consultant and its 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). Pursuant to Labor Code sections 1773.2 and
1771.4(a)(2), Consultant shall post a copy of the prevailing rate of per diem wages at the job site. 11.5 Consultant and its subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Consultant and its subconsultants shall submit payroll records to the Labor Commissioner pursuant to
Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Consultant and its subconsultants shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor
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Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments.
11.5.1 As a condition to receiving payments, Consultant agrees to present to OC San, along with any request for payment, all applicable and necessary certified
payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Agreement. 11.6 The Consultant and its subconsultants shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Consultant and any of its
subconsultants shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is
employed for any work. 11.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the
difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Consultant or its subconsultant. 11.7 Consultant and its subconsultants shall comply with Labor Code sections 1810 through 1815. Consultant and its subconsultants shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Consultant shall forfeit, as a penalty to OC San, twenty-five
dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through
1815. 11.8 Consultant and its subconsultants shall comply with Labor Code sections 1777.5,
1777.6, and 1777.7 concerning the employment of apprentices by Consultant or any subconsultant. 11.9 Consultant shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subconsultant: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 11.10 Pursuant to Labor Code sections 1860 and 3700, the Consultant and its subconsultants will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Consultant, by accepting this Agreement, certifies that:
“I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’
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compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract.” Consultant shall ensure that all its contracts with its subconsultants provide the
provision above. 12. Key Personnel. Personnel, as provided in Exhibit “B,” are considered “key” to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OC San. If OC San asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OC San’s request. Consultant shall assign only competent personnel to perform Services under this Agreement. 13. Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OC San and shall be promptly delivered to OC San upon request of OC
San’s Project Manager or designee or upon the termination of this Agreement and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OC San of its full rights of ownership of the documents and materials
hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OC San’s sole risk and without liability to Consultant. Consultant shall ensure that all its
contracts with its subconsultants provide for assignment to OC San of any documents or materials prepared by them.
14. Ownership of Intellectual Property. 14.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as “New Developments”) shall be and are assigned to OC San as its sole and
exclusive property. 14.2 Consultant agrees to promptly disclose to OC San all such New Developments. Upon
OC San’s request, Consultant agrees to assist OC San, at OC San’s expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications,
specifications, assignments, and all other instruments and papers which OC San shall deem necessary to apply for and to assign or convey to OC San, its successors and assigns, the sole and exclusive right, title, and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof regarding New Developments and confidential information. 14.3 Consultant warrants that Consultant will have good title to any New Developments and the right to assign New Developments to OC San free of any proprietary rights of any other party or any other encumbrance whatever.
14.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents
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prepared or caused to be prepared by Consultant or its subconsultants in connection with the Services hereunder shall be delivered to and shall become the exclusive
property of OC San. OC San may utilize such documents, at its own risk, for OC San’s applications on other projects or extensions of this project. 15. Right to Review Services, Facilities, and Records. 15.1 OC San reserves the right to review any portion of the Services performed by Consultant under this Agreement and Consultant agrees to cooperate to the fullest extent possible in such endeavor. 15.2 Consultant shall furnish to OC San such reports, statistical data, and other information pertaining to Consultant’s Services as shall be reasonably required by OC San to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations.
15.3 The right of OC San to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein.
16. Conflict of Interest and Reporting. 16.1 Consultant shall, at all times, avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 16.2 Consultant affirms that, to the best of its knowledge, there exists no actual or potential conflict between Consultant’s families, business, or financial interest and the Services under this Agreement and in the event of change in either its private interests or
Services under this Agreement, it shall raise with OC San any question regarding possible conflict of interest which may arise as a result of such change. 17. Changes in Control of Consultant. In the event of a change in Control of Consultant, OC San shall have the option of terminating this Agreement by written notice to Consultant. Consultant shall notify OC San within ten (10) days of the occurrence of a change in Control. As used in this section, “Control” is defined as the possession, direct or indirect, of either: 17.1 The ownership or ability to direct the voting of fifty-one percent (51%) or more of the equity interests, value, or voting power in Consultant; or 17.2 The power to direct or cause the direction of the management and policies of Consultant, whether through ownership of voting securities, by contract, or otherwise. 18. Damage to OC San’s Property. Any of OC San’s property damaged by Consultant, any subconsultant, subcontractor, or by the personnel of either will be subject to repair or replacement by Consultant at no cost to OC San. 19. Freight (F.O.B. Destination). Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement.
20. Audit Rights. Consultant agrees that, during the term of this Agreement and for a period of three (3) years after its expiration or termination, OC San shall have access to and the
right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement.
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21. Contractor Safety Standards and Human Resources Policies. OC San requires
Consultant, its subconsultants, and its subcontractors to follow and ensure their employees follow all Federal, State, and local regulations as well as Contractor Safety Standards while working at OC San locations. If, during the course of the Agreement, it is discovered that
Contractor Safety Standards do not comply with Federal, State, or local regulations, the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OC San. Consultant, its subconsultants, and all of their employees shall adhere to all applicable Contractor Safety Standards in Exhibit “D” and the Human Resources Policies in Exhibit “E.” While on OC San premises, Consultant, its subcontractors, and all of their employees shall comply with all applicable OC San’s work rules and policies, including OC San’s security procedures. 22. Insurance. Consultant and all its subconsultants shall purchase and maintain, throughout the term of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OC San, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance
required of the subconsultant has been obtained. Failure to obtain and maintain the required insurance coverage shall result in termination of this Agreement. 23. Indemnification and Hold Harmless Provision. Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Consultant’s Services under this Agreement, or by its
subconsultant(s), or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OC San, Consultant shall indemnify, protect, defend, and hold harmless OC San, 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 Consultant’s performance under the Agreement, 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 Agreement, and/or (c) on account of any goods and services provided under this
Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by
law, Consultant’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. Consultant agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Agreement. 24. Independent Contractor. 24.1 The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship.
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24.2 During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers,
employees, or agents. OC San assumes no liability for Consultant’s action and performance nor assumes responsibility for taxes, funds, payments, or other commitments, expressed or implied, by or for Consultant.
24.3 Consultant shall not be considered an agent of OC San for any purpose whatsoever nor shall Consultant have the right to, and shall not, commit OC San to any agreement, contract, or undertaking. Consultant shall not refer to the existence of this Agreement or use OC San’s name in its promotional material or for any advertising or publicity purposes without OC San’s prior expressed written consent. 24.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OC San’s payroll as regular employees including, without limitation, worker’s compensation, disability insurance, vacation, or holiday or sick pay. Consultant shall be responsible for providing, at Consultant’s expense, disability, worker’s
compensation, and other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder.
24.5 Consultant shall be obligated to pay any and all applicable Federal, State, and local payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OC San for any claims, losses, costs, fees, liabilities, damages, or
penalties suffered by OC San arising out of Consultant’s breach of this provision. 24.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OC San’s payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OC San misclassified Consultant for tax purposes. 25. Subcontracting and Assignment. Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 26. No Solicitation of Employees. 26.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following expiration or termination of this Agreement or
any extension hereof, call on, solicit, or take away any of the employees whom Consultant became aware of as a result of Consultant’s Services to OC San.
26.2 Consultant acknowledges that OC San’s employees are critical to its business and OC San expends significant resources to hire, employ, and train employees. Should Consultant employ or otherwise engage OC San’s employees during the term of this
Agreement and for a period of one (1) year following expiration or termination of this Agreement, Consultant shall pay OC San fifty percent (50%) of the former employee’s most recent annual salary earned at OC San to accurately reflect the reasonable value of OC San’s time and costs. This payment is in addition to any other rights and remedies OC San may have at law. 27. Confidentiality and Non-Disclosure. 27.1 Consultant acknowledges that, in performing the Services hereunder, OC San may have to disclose to Consultant, orally and in writing, certain confidential information that OC San considers proprietary and has developed at great expense and effort.
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27.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OC San’s prior written consent, any trade secret, confidential
information, knowledge, or data relating to the products, process, or operation of OC San.
27.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 27.4 Consultant agrees as follows: 27.4.1 To use the confidential information only for the purposes described herein; to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others.
27.4.2 To restrict access to the confidential information to its subconsultant or personnel of Consultant who (1) have a need to have such access and (2)
have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement.
27.4.3 To return all confidential information in Consultant’s possession upon termination of this Agreement or upon OC San’s request, whichever occurs first. 27.4.4 To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 27.4.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 28. Non-Liability of OC San Officers and Employees. No officer or employee of OC San
shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OC San or for any amount which may become due to Consultant or to its successor, or for breach of any obligation under the terms of this Agreement.
29. Third-Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OC San and Consultant.
30. Applicable Laws and Regulations. Consultant shall comply with all applicable Federal, State, and local laws, rules, and regulations. Consultant also agrees to indemnify and hold
OC San harmless from any and all damages and liabilities assessed against OC San as a result of Consultant’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Agreement whether or not specifically included or referenced. 31. Licenses, Permits, Ordinances, and Regulations. Consultant represents and warrants
to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. 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 this Agreement will be paid by Consultant.
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32. Regulatory Requirements. Consultant shall perform all work under this Agreement 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 Water Codes Division 2. 33. Environmental Compliance. Consultant shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Consultant, its subconsultants, subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 34. Dispute Resolution. 34.1 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. 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. 34.2 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 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 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. 35. Remedies. In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement,
or if OC San rejects the goods or Services or revokes acceptance of the goods or Services, OC San may (a) cancel the Agreement; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute
goods or services for those due from Consultant. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or services and the Agreement price,
together with any incidental or consequential damages. 36. 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 the affected 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 of the Parties. 37. Termination. 37.1 OC San reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under
Professional Services Agreement 18 of 20 Specification No. CS-2024-623BD Revision 081823
this Agreement (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) through the date of
termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OC San from any further fee,
cost, or claim hereunder by Consultant other than for work performed through the date of termination. 37.2 OC San reserves the right to terminate this Agreement immediately upon OC San’s determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Agreement. 37.3 OC San may also immediately terminate this Agreement for default, in whole or in part, by written notice to Consultant:
• if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or
• if Consultant sells its business; or
• if Consultant breaches any of the terms of this Agreement; or
• if the total amount of compensation exceeds the amount authorized under this
Agreement. 37.4 All OC San’s property in the possession or control of Consultant shall be returned by
Consultant to OC San on demand or at the expiration or termination of this Agreement, whichever occurs first. 37.5 Consultant shall deliver to OC San all work product currently in existence and for which payment has been made. 38. Attorney’s Fees. 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 the prevailing party may be entitled. 39. Waiver. The waiver by either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any
other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach. 40. Severability. If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or
provision is held invalid, the remainder of this Agreement 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. 41. Survival. The provisions of this Agreement dealing with payment, confidentiality and non-disclosure, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Agreement.
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42. Governing Law. This Agreement 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 Agreement or the performance thereof. 43. Notices.
43.1 All notices under this Agreement must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, 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: OC San: Jeremey Arbiso Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708
jarbiso@ocsan.gov
Consultant: Jagadisan Shivakumar President 5695 King Centre Drive, Suite 200
Alexandria, VA 22315 shiva.shivakumar@trmnet.com 43.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 44. Read and Understood. By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 45. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and assigns.
46. Authority to Execute. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this
Agreement, the Parties are formally bound. 47. Entire Agreement. This Agreement constitutes the entire agreement of the Parties and
supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors Dated: _________________ By: Kelly A. Lore Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager
TOTAL RESOURCE MANAGEMENT, INC. Dated: _________________ By: Print Name and Title of Officer
LL
EXHIBIT A Page 1 of 10 Specification No. CS-2024-623BD
EXHIBIT A SCOPE OF WORK Upgrade Maximo to Maximo Application Suite Specification NO. CS-2024-623BD The Orange County Sanitation District (OC San) operates the third largest wastewater agency west of the Mississippi River. Since 1954, OC San has safely collected, treated, and disposed of and/or reclaimed the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day OC San treats approximately 185 million gallons of wastewater. About 80 percent of the wastewater comes from homes – sinks, toilets, showers, laundry, and dishwashers. The remaining come from businesses – retail stores, restaurants, manufacturers, hotels, offices, and
other industries. A professional staff of more than 600 employees manages the day-to-day activities of OC San.
OC San’s facilities include 587 miles of sewer pipes, located throughout the county, and two treatment plants – one in Fountain Valley, CA and the other in Huntington Beach, CA – where wastewater is treated in accordance with strict Federal, State, and local standards.
1 PURPOSE OC San is seeking a qualified Consultant to upgrade their existing on-premises Maximo 7.6.1.3 environment to an on-premises Maximo Application Suite (MAS8) environment.
2 SUMMARY OF DESCRIPTION OF GOODS/SERVICES TO BE PROVIDED The services provided by the Consultant includes but is not limited to project management, implementation, installation, configuration, integration, testing, training, and documentation. The list of upgrade tasks includes but is not limited to the following:
- Consultant shall conduct meetings to gather existing Maximo system configuration and provide hardware and software requirements that meet or exceed the existing system
functionality and performance. - OC San will be responsible for the purchase of hardware and software based on the
requirements provided by the Consultant. - Consultant shall implement the upgrade in OC San’s existing VMWare / vSphere environment.
- Consultant shall upgrade all four (4) existing Maximo environments (Vanilla, Development, Training, and Production). - Consultant shall be responsible for installing the Redhat Openshift Cluster environment, Maximo Application Suite, Maximo Manage application, and all associated integration and network components.
- Consultant shall utilize Microsoft SQL Server as the data repository for Maximo Manage
Application. SQL Server licensing will be purchased by OC San
EXHIBIT A Page 2 of 10 Specification No. CS-2024-623BD
- Consultant shall upgrade the existing Maximo 7.6.1.3 SQL server database for each environment for use with Maximo Application Suite
- Consultant shall upgrade existing Transportation module
- Consultant shall upgrade existing Total Resource Management (TRM) Rules Manager software.
- Consultant shall upgrade existing TRM’s LOTO module.
- Consultant shall upgrade existing EZMaxMobile software.
- Consultant shall upgrade all existing integrations. The integrations include but is not
limited to the following:
o Purchase order, Work order, Inventory, and Person integration with existing Oracle JD Edwards enterprise one o Asset Meter reading integration with Supervisory Control and Data Acquisition (SCADA) historian
o Work order and Labor integration with Workforce timecard software o Labor availability integration with Office365 Outlook calendar and Workforce
timecard software
o Manhole and Sewer Line asset integration with ESRI’s Geographical Information System
- Consultant shall provide training based on modified functionality and user interface to end users and administrators based on roles.
- Consultant shall facilitate User Acceptance Testing, Knowledge transfer, and GO-Live procedures.
3 PROJECT MANAGEMENT SERVICES REQUIRED
3.1 Consultant shall provide project management Services for the duration of the Agreement and is responsible to attend all scheduled project meetings, develop and submit weekly
progress reports as outlined by the OC San Project Manager, and serve as the single point of contact for project communications.
3.2 Consultant shall maintain a weekly updated project schedule (including: project milestones, estimated level of effort, and proposed resource requirements) in a format approved by the OC San Project Manager and include this item in status reports to the OC San Project Manager or as otherwise directed by the OC San Project Manager. Consultant will follow the processes/guidelines of the Project Management Body of Knowledge (PMBOK) published by the Project Management Institute.
3.3 Project Management services include but are not limited to the following:Assign a project manager dedicated directly to this project. A Project Management Professional (PMP) certification is preferred.Identify and provide a senior level associate familiar with the
Scope of Work, to be available to OC San during the duration of the Agreement to resolve project team or implementation issues that cannot be resolved at the project manager’s level of authority.
3.3.3 Identify and provide all “key” project members; “key” project members will not be changed during the duration of the Agreement without written approval by the OC San Project Manager.
EXHIBIT A Page 3 of 10 Specification No. CS-2024-623BD
3.3.4 Provide a formal Project Charter to be jointly developed by the Consultant and OC San project team. OC San will have the final approval on the Project Charter.
3.3.5 Prepare and submit a project communications plan to the OC San Project Manager for approval, in a format consistent with PMBOK.
3.3.6 Prepare and submit a change management plan to the OC San Project Manager
for approval, in a format consistent with PMBOK.
3.3.7 Prepare and submit a project schedule and work breakdown structure for the project and each project element to the OC San Project Manager for approval, in a format consistent with PMBOK.
3.3.8 Prepare and submit weekly status reports to the OC San Project Manager for approval, in a format consistent with PMBOK.
3.3.9 Prepare and submit a quality assurance plan to the OC San Project Manager for approval, in a format consistent with PMBOK.
3.3.10 Project Kickoff Meeting – Consultant shall conduct a project kick-off meeting with OC San Project Manager and staff to introduce key members of the Consultants team within fourteen (14) calendar days of the effective date of the Notice to Proceed (NTP). The discussion topics will be established by the OC San Project Manager and may include, but not be limited to: OC San’s responsibilities, Consultant’s responsibilities, project schedule, communication plan, and project
methodology for successful implementation.
3.3.11 Progress Meetings – The Consultant shall meet with OC San as required throughout the duration of the Agreement. Weekly project management meetings
with the Consultant will be required. These meetings will be conducted via conference call, Microsoft Teams, or WebEx.
3.3.12 OC San Coordination - OC San will coordinate with Consultant during all phases of
the project. Coordination will include but not be limited to the following:
3.3.12.1.1 Assistance from OC San staff or subject matter experts as needed to develop, test, and implement the software.
3.3.12.1.2 Other assistance as requested by Consultant and approved by the OC San Project Manager to support the project efforts.
3.3.12.1.3 Access to OC San resources must be planned to ensure OC San staff are able to accomplish their primary task assignments within the organization. Consultant shall coordinate resource requests with the OC San Project Manager at a minimum of two (2) weeks in advance of the actual need. Resources are identified but not limited to: OC San staff, OC San computer or network systems, OC San hardware not
related to Information Technology systems.
3.3.12.1.4 On-going coordination with OC San resources are to be managed by the OC San Project Manager.
4. PROJECT SCOPE AND DELIVERABLES
4.1 MILESTONE 1 – Detail Requirements and Design – Consultant shall conduct detailed requirements analysis to clarify Consultants understanding of OC San’s current implementation, configuration, and integration of each existing environments (Vanilla, Development, Training, and Production) within forty-two (42) calendar days from NTP. This includes interviews and meetings to review, discuss and document implementation, configuration, and integration requirements, networking, infrastructure, and security requirements, and the impact to existing business practices and the business process
EXHIBIT A Page 4 of 10 Specification No. CS-2024-623BD
currently in effect at OC San. Consultant will conduct meetings with applicable OC San staff and management, discuss and review the results of the interview process and
provide documentation specifying the hardware, software, network, and security requirements for each environment. Consultant will include in this process a detailed networking diagram for each environment and how each environment will be
implemented within the existing VMWare / vSphere environment. All final specifications, business processes, workflow, and diagrams documented for planned use in the project shall be prepared in written form including applicable flow charts and subject to the OC San Project Manager’s approval prior to completion of the project.
Payment for Milestone No. 1 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 1 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 1 will include the following: Milestone 1 Deliverables:
• Hardware and Software specifications for each environment
• Network, infrastructure, security, and storage diagrams and specifications for each environment
4.2 MILESTONE 2 - System Implementation, Configuration, and Integration of Vanilla environment – Consultant shall work with OC San’s Project Manager, staff, and its consultant(s) to implement the upgrade of the Vanilla environment within ninety (90) calendar days from NTP. The upgrade shall include, but not be limited to the following:
4.2.1 Install and configure Redhat Openshift Cluster and all associated components including network connectivity and storage connectivity within existing VMWare / vSphere environment
4.2.2 Install latest version of Maximo Application Suite and associated components that would be equivalent to the functionality of existing Maximo components in the Vanilla environment. Some of the existing components are Base Maximo,
Maximo Spatial, Maximo Transportation, and Maximo Scheduler.
4.2.3 Upgrade, configure, and deploy existing Maximo database for use with Maximo Application suite
4.2.4 Test and verify upgraded installation. Payment for Milestone No. 2 shall be ten percent (10%) of the not to exceed amount of
the Agreement. Payment for Milestone No. 2 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 2 will include the following:
Milestone 2 Deliverables:
• A fully installed, configured, and functional Maximo Application Suite vanilla environment that matches or exceeds the existing Maximo Vanilla environment.
4.3 MILESTONE 3 - System Implementation, Configuration, and Integration of Development environment – Consultant shall work with OC San Project Manager, staff, and its consultant(s) to implement the upgrade of the Development environment within one hundred twenty (120) calendar days from NTP. The upgrade shall include, but not be limited to the following:
4.3.1 Install and configure Redhat Openshift Cluster and all associated components including network connectivity and storage connectivity within existing VMWare / vSphere environment
EXHIBIT A Page 5 of 10 Specification No. CS-2024-623BD
4.3.2 Install latest version of Maximo Application Suite and associated components that would be equivalent to the functionality of existing Maximo
components in the Development environment. Some of the existing components are Base Maximo, Maximo Spatial, Maximo Transportation, and Maximo Scheduler
4.3.3 Upgrade, configure, and deploy existing Maximo database for use with Maximo Application suite
4.3.4 Upgrade, configure, and deploy TRM Rules Manager to work with Maximo Application Suite
4.3.5 Upgrade, configure, and deploy mobile application EZMaxMobile to work with Maximo Application Suite
4.3.6 Upgrade, configure, and deploy all existing integrations to work with Maximo Application Suite
4.3.7 Test and verify upgraded installation.
Payment for Milestone No. 3 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 3 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 3 will include the following:
Milestone 3 Deliverables:
• A fully installed, configured, and functional Maximo Application Suite Development environment that matches or exceeds the performance and functionality of the existing Maximo Development environment. 4.4 MILESTONE 4 - System Implementation, Configuration, and Integration of Training environment – Consultant shall work with OC San Project Manager, staff, and its consultant(s) to implement the upgrade of the Training environment within one hundred fifty (150) calendar days from NTP. The upgrade shall include, but not be limited to the following:
4.4.1 Install and configure Redhat Openshift Cluster and all associated components including network connectivity and storage connectivity within existing VMWare / vSphere environment
4.4.2 Install latest version of Maximo Application Suite and associated components that would be equivalent to the functionality of existing Maximo components in the Training environment. Some of the existing components
are Base Maximo, Maximo Spatial, Maximo Transportation, and Maximo Scheduler.
4.4.3 Upgrade, configure, and deploy existing Maximo database for use with Maximo Application suite
4.4.4 Upgrade, configure, and deploy TRM Rules Manager to work with Maximo Application Suite
4.4.5 Upgrade, configure, and deploy mobile application EZMaxMobile to work with Maximo Application Suite
4.4.6 Upgrade, configure, and deploy all existing integrations to work with Maximo Application Suite
4.4.7 Implement single sign-on with Security Assertion Markup Language (SAML) for the upgraded Maximo Application Suite
4.4.8 Test and verify upgraded installation.
EXHIBIT A Page 6 of 10 Specification No. CS-2024-623BD
Payment for Milestone No. 4 shall be ten percent (10%) of the not to exceed amount of
the Agreement. Payment for Milestone No. 4 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 4 will include the following:
Milestone 4 Deliverables:
• A fully installed, configured, and functional Maximo Application Suite Training environment that matches or exceeds the performance and functionality of the existing Maximo Training environment. 4.5 MILESTONE 5 - System Implementation, Configuration, and Integration of
Production environment – Consultant shall work with OC San Project Manager, staff, and its consultant(s) to implement the upgrade of the Production environment within one hundred eighty (180) calendar days from NTP. The upgrade shall include, but not be
limited to the following:
4.5.1 Install and configure Redhat Openshift Cluster and all associated components including network connectivity and storage connectivity within
existing VMWare / vSphere environment
4.5.2 Install latest version of Maximo Application Suite and associated components that would be equivalent to the functionality of existing Maximo components in the Production environment. Some of the existing components are Base Maximo, Maximo Spatial, Maximo Transportation, and Maximo Scheduler.
4.5.3 Upgrade, configure, and deploy existing Maximo database for use with Maximo Application suite
4.5.4 Upgrade, configure, and deploy TRM Rules Manager to work with Maximo Application Suite
4.5.5 Upgrade, configure, and deploy mobile application EZMaxMobile to work
with Maximo Application Suite
4.5.6 Upgrade, configure, and deploy all existing integrations to work with Maximo Application Suite
4.5.7 Implement single sign-on with SAML for the upgraded Maximo Application Suite
4.5.8 Test and verify upgraded installation.
Payment for Milestone No. 5 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 5 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 5 will include the following:
Milestone 5 Deliverables:
• A fully installed, configured, and functional Maximo Application Suite Production environment that matches or exceeds the performance and functionality of the existing Maximo Production environment.
4.6 MILESTONE 6 – Training – Consultant shall update existing training material with updated user interface screens and functionality within two hundred (200) calendar days from NTP. All training material shall be reviewed and approved by the OC San Project Manager prior to the start of the training class. Training shall be role-based and
EXHIBIT A Page 7 of 10 Specification No. CS-2024-623BD
conducted on OC San’s Microsoft Teams environment using OC San training environment with OC San specific data. Consultant will develop all role base training and
reference materials for OC San staff for review and approval prior to training session. The training sessions shall be scheduled to accommodate both day shift and night shift OC San staff. The Consultant will develop and conduct training based on, but not limited
to, the following roles: 4.6.1 Self Service (Service Request, Warehouse Request, and Vehicle Request) - 635 users 4.6.2 Maintenance Staff – 200 users 4.6.3 Maintenance Lead and Supervisors – 70 users 4.6.4 Operations Staff – 70 users 4.6.5 Operations Lead and Supervisor – 20 users 4.6.6 Planning, Scheduling, and PM Optimization Staff – 30 users 4.6.7 Fleet Staff – 10 users 4.6.8 Fleet Lead and Supervisor – 5 users
4.6.9 Warehouse Staff – 10 users 4.6.10 Warehouse Lead and Supervisor – 5 users 4.6.11 System Administration - 5 users Payment for Milestone No. 6 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 6 is contingent upon the assigned OC San
Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 6 will include the following: Milestone 6 Deliverables:
• Role-based training manuals
• Role-based training for OC San staff
4.7 MILESTONE 7 - Knowledge Transfer – Consultant shall work with OC San Project Manager and staff to transfer knowledge within two hundred and fifteen (215) calendar
days from NTP. Consultant shall conduct periodic knowledge transfer sessions. These sessions will be performed with the OC San Project Manager and assigned IT personnel.
4.7.1 The scope of these sessions will include, but not be limited to: 4.7.1.1 Review of all existing documentation
4.7.1.2 Actual hands-on installation and setup of the software and tools being used for the project. 4.7.1.3 Setup of the data and database connections to the software and tools, a demonstration of how the software and tools work and how to maintain and upgrade the data. 4.7.1.4 Consultant shall also provide a hands-on review of the installation of any custom applications, tools and steps relating to the installation or setup. Payment for Milestone No. 7 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 7 is contingent upon the assigned OC San
Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 7 will include the following: Milestone 7 Deliverable:
• Scheduled knowledge transfer session throughout the duration of the Agreement.
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4.8 MILESTONE 8 - Testing, Go-live, and Support – Consultant shall develop a
comprehensive formal testing process approved by the OC San Project Manager within two hundred and forty (240) calendar days from NTP. Consultant shall develop a test plan for each component/module or system function establishing roles/responsibilities of
team members for each test plan. Consultant shall develop and load test data into a test system and facilitate the completion of each test plan. 4.8.1 Testing shall be coordinated with efforts between the OC San Project Manager, OC San Technical Lead, and OC San staff. 4.8.2 All testing procedures shall be developed and documented by Consultant and submitted to OC San for review and approval no less than two (2) weeks before testing begins. Testing scenarios shall reflect real-world processes and situations encountered by OC San employees. 4.8.3 Prior to moving the software into a production environment, Consultant shall remedy all known defects and install and test the most current,
commercially available fix pack(s) from IBM and remedy all problems and deficiencies that may surface during that process. 4.8.4 All tests shall be performed on-site at OC San on standard computers and
servers with OC San standard software and hardware. 4.8.5 Tests shall not be considered complete until the OC San Project Manager and assigned IT personnel are satisfied that the software and data
performed properly and is compliant with OC San standards in accordance with the Scope of Work. All training shall be completed prior to Go-live. 4.8.6 Upon successful completion of testing and written certification by Consultant that the software is complete in all respects, and all known defects have been remedied by Consultant, the software will be prepared for live operations. 4.8.7 Consultant shall provide dedicated remote support during Go-live for not less than fifteen (15) business days. If the module is deemed not functioning, then the response time will be four (4) hours next business day. If defects surface during that period, OC San reserves the right to require Consultant to remain on site until the software is stable and material defects
have been remedied. Payment for Milestone No. 8 shall be twenty percent (20%) of the not to exceed amount
of the Agreement. Payment for Milestone No. 8 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 8 will include the following: Milestone 8 Deliverables:
• Test plan
• User acceptance test
• System test
• Go-live
• Go-live support 4.9 MILESTONE 9 - Project Documentation – All project-related documentation shall be updated and provided to OC San prior to training within two hundred fifty (250) calendar days from NTP.
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4.9.1 Project Documentation shall include, but not be limited to: hardware configuration, software configuration, security setup and administration,
training manuals, collected data, installation procedures, and testing procedures. 4.9.2 All documentation shall be delivered in the form of electronic files. All
Project Documentation deliverables shall be in their original format (e.g., Word or Excel). The final documentation deliverable shall consist of a complete set of electronic user manuals and electronic system administration manuals exclusive of IBM-MAXIMO user/system manuals procured by OC San. Payment for Milestone No. 9 shall be ten percent (10%) of the not to exceed amount of the Agreement. Payment for Milestone No. 9 is contingent upon the assigned OC San Project Manager’s acceptance of the final version of the submittal. Payment for Milestone No. 9 will include the following:
Milestone 9 Deliverables:
• Software/Application configuration.
• Software/Application security setup.
• Software/Application workflow documentation.
• Software/Application test plans and test plan results.
• Finalized version of workflow diagrams & flowcharts
• Finalized version of standard operating procedures
• Finalized version of training manuals
• All other documentation generated by other project tasks (e.g., status reports,
logs, and training materials)
EXHIBIT A Page 10 of 10 Specification No. CS-2024-623BD
5. SCHEDULE
Consultant shall adhere to the following deadlines in creating its schedule and work breakdown
structure for accomplishing the SOW. Consultant shall coordinate all meetings and presentations
with the assigned OC San Project Manager. All meetings and presentations will be held at OC
San’s Plant 1 facility located in the City of Fountain Valley.
ACTIVITY DEADLINE MILESTONE REFERENCE
SECTION
Notice to Proceed (NTP) NTP = Effective Date
Kick-Off Meeting NTP + 14 Calendar Days
Detail Requirements and Design NTP + 42 Calendar Days Milestone 1 4.1
System Implementation, Configuration,
and Integration of Vanilla environment
NTP + 90 Calendar Days Milestone 2 4.2
System Implementation, Configuration,
and Integration of Development
environment
NTP + 120 Calendar Days Milestone 3 4.3
System Implementation, Configuration,
and Integration of Training environment
NTP + 150 Calendar Days Milestone 4 4.4
System Implementation, Configuration,
and Integration of Production environment
NTP + 180 Calendar Days Milestone 5 4.5
Training NTP + 200 Calendar Days Milestone 6 4.6
Knowledge Transfer NTP + 215 Calendar Days Milestone 7 4.7
Testing, Go-live, and Support NTP + 240 Calendar Days Milestone 8 4.8
Project Documentation NTP + 250 Calendar Days Milestone 9 4.9
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3892 Agenda Date:10/23/2024 Agenda Item No:10.
FROM:Robert Thompson, General Manager
Originator: Jennifer Cabral, Director of Communications
SUBJECT:
PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF AUGUST AND SEPTEMBER 2024
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Receive and file the Public Affairs Update for the months of August and September 2024.
BACKGROUND
Included in this report are the recent activities of interest,managed by the Public Affairs Office.This
report covers August and September 2024,following the transition of these items from the Steering
Committee to the Administration Committee.
RELEVANT STANDARDS
·Maintain influential legislative advocacy and a public outreach program
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
·Listen to and seriously consider community input on environmental concerns
PROBLEM
The Orange County Sanitation District (OC San)is a distinguished entity in the water/wastewater
industry.Despite our industry recognition,there may be limited awareness among our customers
regarding the pivotal role we play in protecting public health and the environment.The absence of
direct communication through a billing method may contribute to this gap in knowledge.
It is our responsibility to ensure that our ratepayers comprehend the vital services we provide.Many
customers may not realize that improper waste disposal into the sanitation system can adversely
impact our sewer lines,reclamation plants,and the quality of water supplied through GWRS.By
enhancing communication channels and fostering understanding,we aim to bridge the gap and
empower our ratepayers with the knowledge needed to support and appreciate the essential work we
undertake for the well-being of our community and the environment.
Orange County Sanitation District Printed on 10/17/2024Page 1 of 4
powered by Legistar™
File #:2024-3892 Agenda Date:10/23/2024 Agenda Item No:10.
PROPOSED SOLUTION
By providing tours,community outreach,education,and general communication via OC San’s
website,social media,and direct mailings,we can share information with the community,local
agencies,and businesses on our messaging such as the What2Flush program,energy production,
water recycling,biosolids,and our source control program.This,in turn,helps improve the quality of
wastewater that is recycled or released to the ocean and the knowledge and understanding of
wastewater treatment.
RAMIFICATIONS OF NOT TAKING ACTION
Neglecting to inform the community,local agencies,and area businesses about OC San could lead
to insufficient support for our mission, hindering our ability to fulfill our responsibilities effectively.
PRIOR COMMITTEE/BOARD ACTIONS
June 2024 - Received and filed the Public Affairs Strategic Plan for Fiscal Years 2024- 2026.
ADDITIONAL INFORMATION
Activities in August and September:
Outreach Report
An outreach report that includes tours,website updates,social media posts,construction
notifications, speaking engagements, and more is attached to this Agenda Report.
Social Media
OC San messaging,announcements,and program updates were posted across OC San’s social
media platforms. Our social media handle is @OCSanDistrict.
•Facebook: 15 posts reaching 2.1k people
•X: 12 posts reaching 636 people
•Instagram: 30 posts reaching 5.9k people
•LinkedIn: 4 posts reaching 2.2k people
Presentations and Outreach Events
During the months of August and September,staff presented to various groups including the
Fullerton Rotary Club,the SoCal Waste Discharge Requirements Group,the City of San Diego,
Wake Up Newport with the Chamber of Commerce,the Construction Management Association of
America, and the South California Municipal Labs Workgroup.
OC San staff conducted 17 tours,engaging guests from the Grand Jury,the Allen Matkins law firm,
students from the Bassett Adult School,and new OC San employees.Additionally,a tour of the
Headquarters building was given to the Net Zero Conference participants.Staff also participated in
the Orange County Business Council Legislative Day,State of the County,and the Orange County
Water District's Water Summit.In total we reached approximately 400 people over the course of the
past two months. Details can be found in the Outreach and Media Report.
Orange County Sanitation District Printed on 10/17/2024Page 2 of 4
powered by Legistar™
File #:2024-3892 Agenda Date:10/23/2024 Agenda Item No:10.
Member Agency Outreach Meetings
As part of our General Manager’s outreach efforts,Mr.Thompson is actively engaging with our
member agencies through a series of meetings.These meetings provide an opportunity to
strengthen partnerships,discuss key initiatives impacting each agency,and explore collaborative
opportunities.By fostering open communication,we aim to ensure alignment on regional goals and
enhance the collective impact of our work across Orange County.Meetings have taken place with
the cities of Fullerton,Santa Ana,Huntington Beach,and Seal Beach.In October,we have
scheduled meetings with the cities of Villa Park,Los Alamitos,Fountain Valley,Newport Beach,and
the County of Orange.In addition,City Council presentations are scheduled with the cities of Tustin
and Orange.
Internal Communication
Over the course of two months,there were 91 posts on the employee intranet page,The San Box,
and nine emails were distributed on relevant weekly topics through our Three Things to Know staff
email distribution.
Construction Outreach Update
Outreach efforts continue for OC San construction activities throughout the service area.Projects
are ongoing in Costa Mesa,Seal Beach,Newport Beach,and within both of our reclamation plants.
Construction for the Taft Sewer Improvement project is scheduled to begin in October in the City of
Orange.As a part of our outreach efforts,OC San distributed over 1,100 mailers and held an Open
House in September,allowing residents to learn about the project and address any concerns before
construction began.Website updates,email text alerts,and direct notifications continue to be
distributed as the projects progress.Details on each project can be found at
www.ocsan.gov/construction.
Member Agency Outreach Toolkit
The fall outreach toolkit was distributed to our member agencies to spread OC San messaging
across a wider audience.It covers holiday themed topics which include the What2Flush and 3Ps
campaign.The toolkit includes graphics,articles for websites and newsletters,and social media
posts.
Recognizing Our VIP’s
OC San celebrated and recognized our VIPs through the Volunteer Incentive Program;a program
designed to give our employees and retirees an opportunity to engage with the communities we
serve while sharing OC San messaging.Our VIPs were recognized with an appreciation lunch
celebrating their time which resulted in 94 tours,14 community events,35 speaking engagements,
and one Open House to support OC San’s Educational Outreach Program.Through these efforts,it
is estimated that OC San reached 6,600 people in fiscal year 2023-2024.
Activities in October:
Social Media
OC San continues to share messaging across the various social media platforms.
State of OC San
The State of OC San will take place on Friday,October 25 from 11 a.m.-1 p.m.at the Mile Square
Golf Course in Fountain Valley.The event will host community members,as well as local,state,and
federal dignitaries,and will provide an update on OC San,including our accomplishments and futureOrange County Sanitation District Printed on 10/17/2024Page 3 of 4
powered by Legistar™
File #:2024-3892 Agenda Date:10/23/2024 Agenda Item No:10.
federal dignitaries,and will provide an update on OC San,including our accomplishments and future
direction.
Annual Report
OC San’s Annual Report will highlight various 2023-2024 fiscal year accomplishments including the
recent completion of the Headquarters building,the Pretreatment Honor Roll Program,and our
financial stability.
OC San Connection Newsletter
The fall issue of the community newsletter will be published and distributed in October.It will include
information on upcoming construction projects,an update on various programs,and a schedule of
upcoming community events that OC San will be participating in.Past issues can be found at
www.ocsan.gov/newsletter.
Community Event Participation
As part of OC San’s educational outreach efforts,staff will be at the Cypress Community Festival on
Saturday,October 12,and at the Placentia Heritage Festival on Saturday,October 19.Participation
in these events allows OC San the opportunity to share information on topics of interest such as
What2Flush and the 3Ps.
CEQA
N/A
FINANCIAL CONSIDERATIONS
All items mentioned are included in OC San’s FY 2024-26 Budget.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the
complete agenda package:
·Outreach and Media Report - August and September 2024
·Presentation
Orange County Sanitation District Printed on 10/17/2024Page 4 of 4
powered by Legistar™
Outreach and Media
Summary
August and September 2024
OC San Public Affairs Off ice
Table of Contents
OUTREACH REPORT…………………………………………………………PAGE 1
FACEBOOK POSTINGS ……………………………………………...............PAGE 3
TWITTER POSTINGS …………………………………………………………PAGE 4
INSTAGRAM POSTINGS………………………………………………………PAGE 5
LINKEDIN POSTINGS………………………………………………………....PAGE 6
NEWS ARTICLES……………………………………………………………………………. PAGE 7
Outreach Report August and September 2024
Date Tours Attendees Tour Guide
8/924 San Diego Public Utilities 4 Rob Thompson
8/9/24 Santiago Canyon College 15 Eric Halverson
8/20/24 IT Group Tour 15 Randa Abushaban
8/21/24 IT Group Tour 17 Jenna Obenshein
8/22/24 IT Group Tour 13 Eric Halverson
8/23/24 Grand Jury Tour 11 Rob Thompson
8/27/24 Frontiers Academy 17 Randa Abushaban
8/27/24 Best Best & Krieger LLP Tour 6 Jennifer Cabral
9/4/24 Allen Matkins LLC Tour 4 Rob Thompson
9/9/24 City of Fullerton Tour 2 Rob Thompson
9/14/24 Basset Adult School Tour 2 Shabbir Basrai
9/18/24 New Employee Tour 9 Rob Thompson
9/19/24 Costa Mesa Sanitary District 2 Rob Thompson
9/20/24 International Partnership of Education Research and Communication Academy Tour 12 Belen Carrillo
9/24/24 City of Huntington Beach 2 Rob Thompson
9/26/24 City of Seal Beach 2 Rob Thompson
9/26/24 City of Tustin 2 Rob Thompson
Date Speaking Engagements/Events Attendees Presenter
8/7/24 Fullerton Rotary 64 Rob Thompson
8/22/24 Overview of the Capital Improvement Program at SMPS-OC 40 Justin Fenton
9/5/24 Wake Up Newport 30 Rob Thompson
9/18/24 Construction Management Association of America Panelist 20 Raul Cuellar
9/27/24 OC Water Summit 100 Belen Carrillo/Daniel Jaques
Project Area Outreach Notifications # of People
Reached
Website Posts and
Text Alerts
Anaheim/Buena Park Orange-Western Trunk project update 823 1 website post
1
Costa Mesa Costa Mesa Sewer Along I-405 810
3 website posts
3 email alerts
Newport Beach MacArthur Sewer Project update 73 1 website post
Seal Beach Seal Beach Pump Station
Replacement update 187 1 website post/ 1 email alert
Orange Taft Sewer Replacement Project Update 393 1 website post/ 1 email alert 2 text alerts
External
Communications Distribution # of People
Reached
5 Minutes Per Month
OC San Planning for the Future and Investing in our Community 432
Board Member Talking Points Two 100
Website Posts 12 posts 16.3k views Website
Facebook 15 posts 2.1k reached Social Media
Twitter 12 tweets 636 reached Social Media
Instagram 30 posts 5.9 k reached Social Media
LinkedIn 4 posts 2.2 k reached Social Media
2
Post performance - Facebook Pages
Data from 01 Aug, 2024 to 19 Sep, 2024
Sources
Orange County Sanitation DistrictO
Orange County Sanitation
District
Sep 16, 18:01O This week is SepticSmart Week. Even if you have a septic tank, the 3 Ps still
apply - only flush pee, poop, and (toilet) paper down your toilet. For more
information on how you can maintain your septic tank, visit www.epa.gov/sept…
93 92
Orange County Sanitation
District
Sep 14, 16:02O We hope your back-to-school season is o to a great start. To brush up on your
wastewater knowledge, visit the Education page on our website. Here you can
learn all about our treatment plant processes, ocean monitoring program, sign…
156 154
Orange County Sanitation
District
Sep 12, 18:56O Join us for a community meeting to learn about the Ta Avenue Sewer
Improvement Project, which will replace and relocate a portion of the Ta
Sewer for the City of Orange California - Municipal Government. At the meeting…
117 111
Orange County Sanitation
District
Sep 11, 14:12O The results are in! The 2023-2024 Annual Heal the Bay Report Card is out, revealing OC beachesoutperformed state averages and even made honor roll. Thank you to our OC San sta for theirhard work in keeping our beaches safe and clean. Happy Swimming 💧🏊
348 330
Orange County Sanitation
District
Sep 09, 18:02O At the OC San HQ, we've got some seriously cool educational displays thatshow o how we’re keeping Orange County and the environment in tip-topshape. We’re all about keeping things crystal clear—and safe. 💧 #OCSan…167 157
Orange County Sanitation
District
Sep 09, 16:13O The OC San Administration Committee Meeting is occurring on Wednesday, Sept.
11 at 5 pm. Click here to view the agenda:41 37
Orange County Sanitation
District
Sep 04, 21:05O Join the OC San Audit AdHoc Committee Meeting (4 pm) and Operations
Committee Meeting (5 pm), both happening today! Click here for more info:58 50
Orange County Sanitation
District
Aug 26, 17:04O The OC San Steering Committee (5 pm) and Board of Directors Meeting (6 pm)
are happening on Wednesday, August 28. Click here to view the agenda:68 56
Orange County Sanitation
District
Aug 20, 15:09O We need your input! Help us update the Multi-Jurisdictional Hazard MitigationPlan to keep our community safe from natural and human-caused hazards.Click here to submit the survey: https://docs.google.com/forms/d/e/1FAIpQ…82 63
Orange County SanitationDistrict
Aug 19, 19:02O From first-generation college graduate to Source Control Inspector I at OC San,Melody Rubiano’s journey is a testament to the power of education! 🌟 Discoverhow her degree in Biological & Physical Sciences San Bernardino Valley Colle…145 127
Orange County SanitationDistrict
Aug 17, 16:01O 🏅 Olympic champions never clog the track—don’t clog your pipes! Toss FOGin the trash, not the drain, and keep things running smoothly. #CleanWins#OCSan #What2Flush 308 290
Orange County SanitationDistrict
Aug 16, 18:01O 🚽 Olympic athletes know when to flush it and when to hold it! Only the 3 Ps—pee, poo, and (toilet) paper—deserve a trip down the drain. Wipes cause clogs.#What2Flush #GoldMedalPipes 190 174
Orange County SanitationDistrict
Aug 15, 14:03O Together, we can keep our systems running smoothly and free of Fats, Oils and
Grease. These belong in the trash, not down the drain. #OCSan #FOGFree 231 216
Orange County SanitationDistrict
Aug 14, 20:02O The Olympics are over, actually, they're just getting started. 🏅 Every Olympic
champion knows the importance of teamwork—just like our e orts to keep
drains clean! Remember, only flush the 3 Ps: pee, poo, and (toilet) paper.…
105 97
Orange County SanitationDistrict
Aug 13, 14:01O Rinse o a er sandy beach days! Sand clogs pipes & can cause backups for
everyone. Help us keep water flowing smoothly! Visit OCSan.gov for more info
#KnowBeforeYouGo
150 141
DATE POST IMPRESSIONS REACH
3
Post performance - Twitter
Data from 01 Aug, 2024 to 19 Sep, 2024
Sources
@OCSanDistrict
@OCSanDistrict
Sep 19, 16:02
This week is Construction Appreciation Week and we’re highlighting our Capital
Improvement Program that’s designed to ensure our infrastructure is operating
e iciently and optimally. For more information on current and upcoming…
🚧
0%0 0
@OCSanDistrict
Sep 16, 18:01
This week is SepticSmart Week. Even if you have a septic tank, the 3 Ps still
apply - only flush pee, poop, and (toilet) paper down your toilet. For more
information on how you can maintain your septic tank, visit http://www.epa.go…
3.85%1 26
@OCSanDistrict
Sep 14, 16:01
We hope your back-to-school season is o to a great start. To brush up on your
wastewater knowledge, visit the Education page on our website. Here you can
learn all about our treatment plant processes, ocean monitoring program, sign…
11.11%4 36
@OCSanDistrict
Sep 12, 18:56
Join us on June 18 in the @CityofOrangeCA for a community meeting to learnabout the Ta Avenue Sewer Improvement Project, which will replace andrelocate a portion of the Ta Sewer for the City of Orange. Learn more: http://o…1.96%1 51
@OCSanDistrict
Sep 11, 14:12
The results are in! The 2023-2024 Annual @HealtheBay Report Card is out, revealing OC beachesoutperformed state averages and even made honor roll. Thank you to our OC San sta for theirhard work in keeping our beaches safe and clean. Happy Swimming 💧🏊
0%0 33
@OCSanDistrict
Sep 09, 18:02
At the OC San HQ, we've got some seriously cool educational displays thatshow o how we’re keeping Orange County and the environment in tip-topshape. We’re all about keeping things crystal clear—and safe. 💧 #OCSan…1.82%1 55
@OCSanDistrict
Aug 20, 15:09
We need your input! Help us update the Multi-Jurisdictional Hazard MitigationPlan to keep our community safe from natural and human-caused hazards.Click here to submit the survey: https://docs.google.com/forms/d/e/1FAIpQ…2.41%2 83
@OCSanDistrict
Aug 19, 19:00
From 1st gen college graduate to Source Control Inspector I at OC San,Melody's journey is a testament to the power of education. Discover how herdegree in Biological & Physical Sciences @sbvalleycollege helped her secur…6.78%4 59
@OCSanDistrict
Aug 17, 16:00
🏅 Olympic champions never clog the track—don’t clog your pipes! Toss FOGin the trash, not the drain, and keep things running smoothly. #CleanWins#OCSan #What2Flush https://twitter.com/OCSanDistrict/status/18248387324…2.44%1 41
@OCSanDistrict
Aug 16, 18:01
🚽 Olympic athletes know when to flush it and when to hold it! Only the 3 Ps—pee, poo, and (toilet) paper—deserve a trip down the drain. Wipes cause clogs.#What2Flush #GoldMedalPipes https://twitter.com/OCSanDistrict/status/182…0%0 44
@OCSanDistrict
Aug 15, 14:03
Together, we can keep our systems running smoothly and free of Fats, Oils andGrease. These belong in the trash, not down the drain. #OCSan #FOGFree https://twitter.com/OCSanDistrict/status/1824084396565029094/photo/1 1.52%1 66
@OCSanDistrict
Aug 14, 20:01
The Olympics are over, actually, they're just getting started. 🏅 Every Olympicchampion knows the importance of teamwork—just like our e orts to keepdrains clean! Remember, only flush the 3 Ps: pee, poo, and (toilet) paper.…2.38%2 84
@OCSanDistrict
Aug 13, 14:01
Rinse o a er sandy beach days! Sand clogs pipes & can cause backups for
everyone. Help us keep water flowing smoothly! Visit http://OCSan.gov for
more info #KnowBeforeYouGo https://twitter.com/OCSanDistrict/status/1823…
5.17%3 58
DATE POST ENGAGEMENT RATE ENGAGEMENTS IMPRESSIONS
4
Post performance - Instagram Business
Data from 01 Aug, 2024 to 19 Sep, 2024
Sources
ocsandistrictO
ocsandistrict
Sep 19, 16:02O This week is Construction Appreciation Week and we’re highlighting our Capital
Improvement Program that’s designed to ensure our infrastructure is operating
e iciently and optimally. If you haven’t already, keep an eye out for our storie…
0%0 1 0
ocsandistrict
Sep 17, 16:36O *Answers at end of week 0%73 0 70
ocsandistrict
Sep 17, 16:34O (No description)0%76 0 73
ocsandistrict
Sep 17, 16:28O (No description)0%77 0 74
ocsandistrict
Sep 17, 16:28O (No description)0%82 0 78
ocsandistrict
Sep 16, 22:47O Click here for more info:0%84 0 82
ocsandistrict
Sep 16, 21:52O *results at the end of the week 0%89 0 88
ocsandistrict
Sep 16, 18:01O This week is SepticSmart Week. Even if you have a septic tank, the 3 Ps stillapply - only flush pee, poop, and (toilet) paper down your toilet. For moreinformation on how you can maintain your septic tank, visit www.epa.gov/sept…7.87%128 9 127
ocsandistrict
Sep 14, 22:05O Happy 85th!!!!! 🎈 Out here celebrating @midwaycitysanitarydistrict with our
Vice-Chairman and Assistant General Manager 0%190 0 181
ocsandistrict
Sep 14, 16:01O We hope your back-to-school season is o to a great start. To brush up on yourwastewater knowledge, visit the Education page on our website. Here you canlearn all about our treatment plant processes, ocean monitoring program, sign…6.54%119 6 107
ocsandistrict
Sep 12, 18:56O Join us for a community meeting to learn about the Ta Avenue SewerImprovement Project, which will replace and relocate a portion of the Ta Sewer for the @cityoforange_ca. At the meeting, you will have an opportunity …1.16%1,164 9 1,124
ocsandistrict
Sep 11, 14:13O The results are in! The 2023-2024 Annual @HealtheBay Report Card is out,revealing OC beaches outperformed state averages and even made honor roll.Thank you to our OC San sta for their hard work in keeping our beaches safe…
💧🏊
6.54%276 14 260
ocsandistrict
Sep 09, 18:02O At the OC San HQ, we've got some seriously cool educational displays that
show o how we’re keeping Orange County and the environment in tip-top
shape. We’re all about keeping things crystal clear—and safe. 💧 #OCSan…
10.11%204 18 188
ocsandistrict
Aug 30, 23:00O (No description)0%134 0 134
ocsandistrict
Aug 26, 19:54O (No description)0%118 0 116
ocsandistrict
Aug 26, 19:54O Our favorite one all of them! Because they flush, unlike flushable wipes.0%126 0 124
ocsandistrict
Aug 26, 19:49O At OC San we like all toilet paper, we don’t like flushable wipes as much. We do
like the ones that say they belong in the trash can. Hear what brands your local
“experts” on toilet paper have to say 🧻🚽
15.59%0 30 526
ocsandistrict
Aug 26, 17:14O Our passion is wastewater 🚿 Our General Manager, Rob Thompson was on theSoCal Water Solutions 9 panel this weekend ✨0%160 0 159
ocsandistrict
Aug 21, 19:17O (No description)0%194 0 191
ocsandistrict
Aug 20, 15:09O We need your input! Help us update the Multi-Jurisdictional Hazard Mitigation
Plan to keep our community safe from natural and human-caused hazards. For
more info and to share your feedback visit ocsan.gov. #OCSanSafety…
4.55%0 4 88
ocsandistrict
Aug 20, 14:52O (No description)0%71 0 71
ocsandistrict
Aug 20, 03:34O (No description)0%94 0 92
ocsandistrict
Aug 19, 19:00O 🎓 From first-generation college graduate to Source Control Inspector I at OC
San, Melody's journey is a testament to the power of education! 🌟 Discover
how her degree in Biological & Physical Sciences @sbvalleycollege helped h…
13.89%0 30 288
ocsandistrict
Aug 17, 16:00O 🏅 Olympic champions never clog the track—don’t clog your pipes! Toss FOG
in the trash, not the drain, and keep things running smoothly. #CleanWins
#OCSan #What2Flush
4.27%0 5 117
ocsandistrict
Aug 16, 19:17O Shots fired 0%75 0 74
ocsandistrict
Aug 16, 18:01O 🚽 Olympic athletes know when to flush it and when to hold it! Only the 3 Ps—
pee, poo, and (toilet) paper—deserve a trip down the drain. Wipes cause clogs.
#What2Flush #GoldMedalPipes
3.88%253 8 206
ocsandistrict
Aug 16, 17:41O (No description)0%90 0 88
ocsandistrict
Aug 15, 14:03O Together, we can keep our systems running smoothly and free of Fats, Oils and
Grease. These belong in the trash, not down the drain. #OCSan #FOGFree 5.59%170 9 161
ocsandistrict
Aug 14, 20:00O The Olympics are over, actually, they're just getting started. 🏅 Every Olympicchampion knows the importance of teamwork—just like our e orts to keepdrains clean! Remember, only flush the 3 Ps: pee, poo, and (toilet) paper.…5.71%0 8 210
ocsandistrict
Aug 13, 16:49O - A Message from Us, OC San Sand can cause clogs in your shower. 🤯0%123 0 123
ocsandistrict
Aug 13, 14:01O Rinse o a er sandy beach days! Sand clogs pipes & can cause backups foreveryone. Help us keep water flowing smoothly! Visit OCSan.gov for more info#KnowBeforeYouGo 4.23%322 10 260
DATE POST ENGAGEMENT RATE IMPRESSIONS LIKES REACH
5
Post performance - LinkedIn Pages
Data from 01 Aug, 2024 to 19 Sep, 2024
Sources
Orange County Sanitation District
Orange County Sanitation
District
Sep 11, 14:23
The results are in! The 2023-2024 Annual Heal the Bay Report Card is out,
revealing OC beaches outperformed state averages and even made honor roll.
Thank you to our OC San sta for their hard work in keeping our beaches safe…
3.56%309 5 1
Orange County Sanitation
District
Sep 09, 18:02
At the OC San HQ, we've got some seriously cool educational displays that
show o how we’re keeping Orange County and the environment in tip-top
shape. We’re all about keeping things crystal clear—and safe. 💧 #OCSan…
6.54%658 19 2
Orange County Sanitation
District
Aug 20, 15:09
We need your input! Help us update the Multi-Jurisdictional Hazard Mitigation
Plan to keep our community safe from natural and human-caused hazards.
Click here to submit the survey: https://lnkd.in/dc8eKgnU #OCSanSafety…
3.9%436 3 0
Orange County Sanitation
District
Aug 19, 19:00
🎓 From first-generation college graduate to Source Control Inspector I at OCSan, Melody's journey is a testament to the power of education! 🌟 Discoverhow her degree in Biological & Physical Sciences SAN BERNARDINO VALLEY…9.39%799 15 0
DATE POST ENGAGEMENT RATE IMPRESSIONS REACTIONS SHARES
6
Article Date Source Link
Weekend sewage spill shuts down Venice and Dockweiler
beaches 8/1/2024 MSN.com
https://www.msn.com/en-
us/travel/news/weekend-sewage-spill-shuts-
down-venice-and-dockweiler-beaches/ar-
BB1qrpBz?apiversion=v2&noservercache=1&d
omshim=1&renderwebcomponents=1&wcseo=
1&batchservertelemetry=1&noservertelemetry
=1
Grouting Against I&I 8/12/2024
Municipal Water and
Sewer Magazine
https://www.ocsan.gov/home/showpublished
document/34733/638614718846570000
70 Years and OC San going Strong 8/12/2024
Clean Water Magazine
pages 51-53
https://www.kelmanonline.com/httpdocs/files
/CWEA/cleanwater-issue3-2024/index.html#
After massive sewage spill that polluted beaches, L.A.
agrees to spend $20 million on improvements 8/20/2024 LA Times
https://ocsdgov.sharepoint.com/:b:/s/External
/EQhed0JFPBpGmmX5GMpIYEIBEIIrKKhYEiWfo
oJci0UL4g?e=ZwUsev
Inside the Outdoors marks 50 years of inspiring
environmental stewardship in Orange County 8/27/2024 OCDE Newsroom
https://newsroom.ocde.us/inside-the-outdoors-
marks-50-years-of-inspiring-environmental-
stewardship-in-orange-county/
Raw sewage leak forces Los Angeles beach closure 8/30/2024 KTLA 5
https://ktla.com/news/local-news/raw-sewage-
leak-forces-los-angeles-beach-closure/
Ocean sewage spill averted, reopening popular L.A.
County beach ahead of Labor Day weekend 8/30/2024 LA Times
https://www.yahoo.com/news/avoid-
untreated-sewage-leak-avoid-202201472.html
Media Articles for August 2024
7
10/2/2024
1
Presented by:
Jennifer Cabral, Director of Communications
Daisy Covarrubias, Public Affairs Supervisor
Administration Committee October 9, 2024
Orange CountySanitation District70thAnniversary
•Introduction
•Staff
•Strategic Plan
•Ongoing Efforts
1
2
10/2/2024
2
Orange CountySanitation District70thAnniversary
3
Orange CountySanitation District70thAnniversary
4
Jennifer Cabral, Director of Communications
Daisy Covarrubias, Public Affairs Supervisor
Rebecca Long, Senior Public Affairs Specialist
Belen Carrillo, Senior Public Affairs Specialist
Kelly Newell, Public Affairs Specialist
Becky Polcyn, Public Affairs Specialist
Gregg Deterding, Graphic Designer
Isai Carrillo, Graphic Designer
Cheryl Scott, Administrative Assistant
Tanya Chong, Principal Staff Analyst (Engineering)
Daniel Jaques, PAO Intern
VIPS
3
4
10/2/2024
3
Orange CountySanitation District70thAnniversary
•Internal and External Communication
•Support OC San’s existing programs
•New Items:
New Website
Employee Engagement Survey
Headquarters Educational Display – Phase 2
Library Educational Program
New Employee Welcome Kit
Employee Art Contest
5
v
Orange CountySanitation District70thAnniversary
6
Toolkits Construction Outreach Educational Program
Employee Engagement
5
6
10/2/2024
4
v
Orange CountySanitation District70thAnniversary
7
www.ocsan.gov
v
Orange CountySanitation District70thAnniversary
Part of General Manager’s Work Plan
8
•Seeking feedback on communication methods, development opportunities, and overall workplace satisfaction
•353 responses
•Results assessed to identify opportunities for improvement
7
8
10/2/2024
5
Orange CountySanitation District70thAnniversary
Receive and File the Public Affairs Update for the months of
August and September 2024.
9
1954 - 2024
Orange County Sanitation District70thAnniversary
10
9
10
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3893 Agenda Date:10/23/2024 Agenda Item No:11.
FROM:Robert Thompson, General Manager
Originator: Jennifer Cabral, Director of Communications
SUBJECT:
LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF AUGUST AND SEPTEMBER 2024
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Receive and file the Legislative Affairs Update for the months of August and September 2024.
BACKGROUND
The Orange County Sanitation District’s (OC San)legislative affairs program includes advocating for
OC San’s legislative interests;sponsoring legislation (where appropriate);and seeking local,state,
and federal funding for projects and programs.
RELEVANT STANDARDS
·Maintain influential legislative advocacy and a public outreach program
·Build brand, trust, and support with policy makers and community leaders
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
PROBLEM
Without a strong advocacy program,elected officials may not be aware of OC San’s mission,
programs, and projects and how they could be impacted by proposed legislation.
PROPOSED SOLUTION
Continue to work with local,state,and federal officials to advocate for OC San’s legislative interests.
Help to create and monitor legislation and grants that would benefit OC San,the wastewater industry,
and the community.To assist in relationship building efforts,OC San will continue to reach out to
elected officials through facility tours,one-on-one meetings,and trips to Washington D.C.and
Sacramento.
Orange County Sanitation District Printed on 10/17/2024Page 1 of 3
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File #:2024-3893 Agenda Date:10/23/2024 Agenda Item No:11.
RAMIFICATIONS OF NOT TAKING ACTION
If OC San does not work with local,state,and federal elected officials,legislation could be passed
that negatively affects OC San and the wastewater industry.Additionally,a lack of engagement may
result in missed funding opportunities.
ADDITIONAL INFORMATION
Activities in August:
·OC San,in unison with our fellow agencies,joined in a Floor Alert to oppose SB 937 which
could create a new and conflicting legal standard for water and sewer connection and capacity
fees and place the burden of cost for serving new development on existing ratepayers.(This
bill was signed into law by Governor Newsom).
·Ongoing monitoring of OC San’s member agencies council and board agendas highlighting
issues and items of relevance to OC San.
Activities in September:
·In the month of September,OC San submitted three position letters to Governor Newsom for
his review and potential action.September 30 was the last day for the Governor to sign or
veto bills passed by the Legislature.
·Following are the letters OC San submitted to Governor Newsom:
o Signature Request -AB 2515:Menstrual products:perfluoroalkyl and polyfluoroalkyl
substances (PFAS). (At the writing of this report, the bill was on the Governor’s desk).
o Veto Request -SB 937:Development projects:fees and charges.(This bill was signed
into law by Governor Newsom).
o Signature Request -SB 1072:Local government:Proposition 218:remedies.(This bill
was signed into law by Governor Newsom).
·Ongoing monitoring of OC San’s member agencies council and board agendas highlighting
issues and items of relevance to OC San.
Activities in October:
·Save the Date:The State of OC San is scheduled for Friday,October 25 from 11 a.m.to 1
p.m.at the Mile Square Golf Course clubhouse in Fountain Valley.The in-person event will
host local,state,and federal dignitaries and provide an update on OC San’s accomplishments
and future direction.
·Attached to this report is the Draft 2025 Legislative and Regulatory Plan,which incorporates
feedback from our resident experts,industry contacts,and the Board of Directors over the past
several months.The final plan will be presented to the Committee and the Board of DirectorsOrange County Sanitation District Printed on 10/17/2024Page 2 of 3
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File #:2024-3893 Agenda Date:10/23/2024 Agenda Item No:11.
several months.The final plan will be presented to the Committee and the Board of Directors
for adoption in November.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Federal Legislative Update
·Federal Matrix
·State Legislative Update
·State Matrix
·Local Legislative Report - August 2024
·Local Legislative Report - September 2024
·Floor Alert: SB 937 - Oppose Unless Amended: Development Projects: Fees and Charges
·Request for Signature - OC San AB 2515 (Papan)
·Request for Veto - OC San SB 937 (Wiener)
·Request for Signature - OC San SB 1072 (Padilla)
·2025 Legislative and Regulatory Plan - DRAFT
·Presentations
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TO: Rebecca Long
FROM: Eric Sapirstein
DATE: September 30, 2024
SUBJECT: Washington Update
Congress returned from its August recess to address funding the government and
conducting a number of hearings to advance natural resources legislation. This
could become part of an omnibus public lands bill. Additionally, preliminary
discussions between the House and Senate Water Resources Development Act of
2024 on a compromise bill continues. With less than three weeks before its next
recess, the prospect for any legislation, other than a continuing resolution (CR),
gaining momentum before the general election is remote. Instead, the Lame Duck
Session that will being in mid-November represents the singular opportunity to
complete action on a number of measures. This in large measure will be determined
by which party prevails in November.
The following summarizes the status of federal policy matters of interest to OC San
•PFAS Rulemakings and Liability Protection Legislation
Federal Perfluoroalkyl and Polyfluoroalkyl Substances (PFAS) policymaking
continues to command congressional and stakeholder attention. Within the
policymaking arena, Congress is using the annual appropriations process to
address concerns from the water sector. The House Committee on
Appropriations approved the United States Environmental Protection Agency
(USEPA) Fiscal Year 2025 spending bill (H.R. 8998) in which it included PFAS
related policy riders. First, the committee reaffirmed its Fiscal Year 2024
spending bill directives to the Government Accountability Office (GAO). The
GAO was mandated to conduct a study regarding the economics underlying
USEPA’s decision to establish a drinking water standard—Maximum
Contaminant Level (MCL) of 4 parts per trillion (PPT). The committee expanded
this mandate, requiring GAO and the USEPA to identify the number of drinking
water agencies impacted by the rule and the costs of compliance.
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The House spending bill also requires that, within 90 days of enactment, the
USEPA provides a report to Congress on its progress in implementing the PFAS
Comprehensive Environmental Response, Compensation, and Liability Act
(CERCLA) municipal discretionary enforcement policy. The USEPA asserts this
policy will avoid enforcing against wastewater agencies when CERCLA liability
might be triggered at a clean-up site. Aside from these liability and compliance
issues, the spending bill provides USEPA with directives to maintain research
into PFAS environmental and health impacts. and to support water agencies with
technical assistance to comply with the MCL.
The legislative effort to develop a water sector PFAS CERCLA liability exemption
continues in the Senate Committee on Environment and Public Works. As
reported previously, committee leadership is committed to develop a consensus
approach before scheduling a hearing and mark-up of a PFAS liability bill.
Additionally, the committee appears to agree that there must be an increased
commitment to support health research and technology
development to treat or destroy PFAS.
The challenge continues to define a passive receiver for CERCLA liability
exemption and how to create “guardrails” to protect against abuses that may
occur under any liability exemption if drafted. According to committee staff,
action on a bill is unlikely before the Lame Duck Session. Even within this
timeframe, doubt exists over the ability to fashion a bill that could make it
through Congress and to the president before a December adjournment. In the
House, H.R. 7944, Water Systems PFAS Liability Protection Act, would provide
for an explicit water sector exemption from liability. It remains a marker to rely
upon should the Senate pass a bill and send it to the House. H.R. 7944 is
important because, if enacted, it would provide liability protections to the water
and wastewater sectors. Importantly, it extends coverage to essential service
providers like biosolids and residual management and treatment firms. A House
congressional briefing on the need for liability protections is scheduled for
September 16 where stakeholders will review the challenges created by the
USEPA CERCLA designation.
From a legal perspective, the American Water Works Association and
Association of Metropolitan Water Agencies have filed a challenge to USEPA’s
MCL standard. The litigation questions the agency’s calculations of the costs of
the mandate to justify its publication. The U.S. Chamber of Commerce filed a
legal challenge to the agency’s PFAS hazardous substance designation that has
created the potential CERCLA liability for the water sector. Both challenges
could result in a judicial decision that would force USEPA to revise the
rulemakings or toss the rules completely. The National Association of Clean
Water Agencies is expected to file a brief on the designation mandate. The legal
challenges are not expected to delay enforcement of the rules. In the case of the
MCL, it does not become enforceable for five years from July 8, 2024, and
therefore resolution of the challenge should occur before compliance with the
MCL is triggered.
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Importance of PFAS Legislative Directives and Liability Initiative
The decision to include directives to the USEPA that would provide Congress
with data on the impact of the two rulemakings may provide important
information. This could influence the ongoing legal challenges filed against the
MCL and the designation of PFAS as a hazardous substance. The Senate
Committee on Environment and Public Works leadership effort to address PFAS
hazardous substance liability, while unlikely to be acted upon before late fall,
continues to gain support from House and Senate members . OC San’s priority to
ensure that the water and wastewater agencies receive CERCLA liability
protections remains an active issue.
• Fiscal Year 2025 Appropriations
The House Committee on Appropriations approved the twelve spending
measures for the fiscal year that begins October 1. The bills were approved on
essentially party line votes, including the USEPA’s spending bill (H.R. 8998).
Disputes over funding levels contained in the Energy and Water Development
Appropriations Bill (H.R. 8997) and policy riders related to clean energy
mandates blocked House passage of the bill that funds the U.S. Bureau of
Reclamation (USBR) and the United States Army Corps of Engineers (USACE)
programs.
The Senate Committee on Appropriations similarly approved USEPA, USBR and
USACE spending bills. However, the committee has not reported the funding
bills to the Senate for floor for debate and votes. Instead, like the past few years
spending debates, the committee held the bills at committee level to avoid
protracted floor debates and floor amendments that can complicate final
agreements on spending bills with the House later this fall.
The broad policy differences and spending levels between the two chambers and
the limited time before the new fiscal year begins on October 1. This makes
reconciliation of the two chambers spending bills impossible. Passage of a
stopgap spending bill, extending into December, looks increasingly likely given
the White House and Senate positions that the only acceptable course of action is
a three-month extension and not a six-month CR as demanded by the House
Speaker. The inability to schedule a House floor vote on a six-month extension
(as of this writing) makes it increasingly likely that Congress will ultimately pass
a short-term extension, and the president will sign it into law.
The House-passed USEPA spending bill is notable for agency budget cuts totaling
$2 billion compared with the current year spending level. Specifically, the House
reduced the State Revolving Loan Fund (SRF) by almost $1 billion. While this is
a significant reduction, it is important to note that the next phase of the
infrastructure law’s supplemental SRF funding of $9 billion will help to offset the
cuts. The House bill also included PFAS directives noted previously in this
update. The bill also claws back millions in the USEPA green infrastructure fund,
eliminates funding for environmental justice programs, and denies funding of
DEI environmental programs.
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H.R. 8998 also included clarifying language that community projects assistance
would not be subject to federal procurement rules related to sole source project
selection.
Unlike the House bill, the Senate version, S. 4802, does not impose spending
reductions. Instead, most programs remain funded at current levels. The SRF,
for example, would be funded at almost $3 billion. The Senate legislation
highlights that $9 billion was advanced appropriated as part of the
infrastructure law.
Last, the U.S. Department of Agriculture spending measure directs the
department to work with the USEPA to further research the potential PFAS
environmental impacts on soils and crop uptake because of biosolids land
application. This research directive is considered an important step to
determining if additional treatment or restrictions should be developed.
USEPA is completing its PFAS Risk Assessment Model that will establish
numerical standards that would be employed to establish treatment levels to
address pathways of PFAS exposure from land application and other avenues.
The model is likely to be released in October and would conform with the
spending bills directives.
Importance of Spending Bills
The pending spending priorities for Fiscal Year 2025 are important to OC San for
three reasons. First, the federal infrastructure partnership with agencies,
including a priority to address PFAS treatment and cleanups, will remain robust.
Second, the continuing education on the challenge of PFAS treatment and
destruction has apparently put a pause on using the appropriations process to
dictate treatment and clean-up mandates. Instead, it appears, based upon the
House and Senate bills, that a focus on collecting data to better understand PFAS
control and treatment challenges is the priority for resources allocation. The
House bill mandate to report on PFAS drinking water MCL costs and the impact
upon agencies’ ability to comply indicated a continued interest in identifying
how the agency arrived at the 4PPT standard. Last, the directed USEPA report
on the implementation of the PFAS discretionary enforcement policy indicates a
potential for increased oversight on the impacts, costs and benefits of USEPA’s
rules and policies upon the water sector.
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Federal Legislative Report
Steering Committee Bills 17 Bills
US HR 8467
Title: Farm, Food, and National Security Act of 2024
Current Status: Introduced
Introduction Date: May 21, 2024
Last Action Date: Referred to the House Committee on Agriculture.. May 21, 2024
Summary: H.R 8467 would establish grant funding to support research into the agriculture
impacts of PFAS and microplastics, with the purpose to better understand the role and
influence land-applied biosolids and wastewater treatment processes play. Eligible activities
include analyzing crop uptake of PFAS and techniques, such as wastewater treatment and
composting, to filter out or biodegrade such substances from biosolids intended to be used
for agriculture purposes. H.R. 8467 does not establish mandates for these activities.
Location: United States
US HR 8032 High Priority Monitor
Title: Low-Income Household Water Assistance Program Establishment Act
Current Status: Introduced
Introduction Date: April 16, 2024
Last Action Date: Referred to the Subcommittee on Environment, Manufacturing, and Critical
Materials.. April 19, 2024
Summary: H.R. 8032 is the companion bill to S. 3830 that would create a permanent low
income ratepayer assistance for water and wastewater services.
Location: United States
US HR 7944 Monitor
Title: Water Systems PFAS Liability Protection Act
Current Status: Introduced
Introduction Date: April 11, 2024
2 of 8
Last Action Date: Referred to the Subcommittee on Environment, Manufacturing, and Critical
Materials.. April 12, 2024
Summary: H.R. 7944 is a companion bill to S. 1430 sponsored by Senator Cynthia Lummis
(R-WY). H.R. 7944 would protect water and wastewater agencies and related contractors
from liability under CERCLA unless the threat stemmed from gross negligence.
Location: United States
US HR 2964 High Priority Monitor
Title: WIPPES Act
Current Status: Introduced
Introduction Date: April 27, 2023
Last Action Date: Placed on the Union Calendar, Calendar No. 371.. April 05, 2024
Summary: Directs the Federal Trade Commission, in consultation with the Environmental
Protection Agency, Commissioner of Food and Drugs, and the Consumer Product Safety
Commission (as appropriate depending on the type of covered product involved) to issue “Do
Not Flush” labeling requirements for nonflushable wipes, including baby wipes, household
wipes, disinfecting wipes and personal care wipes. The requirements mirror California's
labeling law and has the support from the wipes industry, national clean water sector, civil
engineers, and environment advocates. Companion Senate bill: S. 1350.
Location: United States
US HR 7023
Title: Creating Confidence in Clean Water Permitting Act
Current Status: Considering
Introduction Date: January 17, 2024
Last Action Date: Received in the Senate and Read twice and referred to the Committee on
Environment and Public Works.. March 22, 2024
Summary: H.R. 7023 was amended on the House floor to provide for ten year NPDES permit
terms for public agencies. The amendment offered by Rep. John Garamendi (D-CA) was
adopted without debate unanimously.
Description: Creating Confidence in Clean Water Permitting Act This bill modifies
requirements under the Clean Water Act, including requirements concerning water quality
criteria, the National Pollutant Discharge Elimination System (NPDES) program, the permit
program for discharging dredged or fill material into waters of the United States, and the
meaning of waters of the United States. It also limits the issuance of permits under the act.
First, the bill directs the Environmental Protection Agency (EPA) to develop any new or
revised water quality criteria for states through a rule. Next, the bill modifies the NPDES
program, including by providing statutory authority for provisions that shield NPDES permit
holders from liability under certain circumstances. It also provides statutory authority for
3 of 8
the EPA to issue general permits under the program. The EPA must also provide written
notification two years before the expiration of a general permit. If notice is not provided by
that deadline, then di....
Location: United States
US S 3830
Title: Low-Income Household Water Assistance Program Establishment Act
Current Status: Introduced
Introduction Date: February 28, 2024
Last Action Date: Read twice and referred to the Committee on Health, Education, Labor, and
Pensions. (Sponsor introductory remarks on measure: CR S1045-1046). February 28, 2024
Location: United States
US HR 7194 High Priority Monitor
Title: PFAS Accountability Act of 2024
Current Status: Introduced
Introduction Date: February 01, 2024
Last Action Date: Referred to the Subcommittee on Environment, Manufacturing, and Critical
Materials.. February 02, 2024
Summary: H.R. 7194 would create a cause of action under the Toxics Substances Control Act
to allow a citizen or class of citizens to litigate against a manufacturer of PFAS that
improperly discharged PFAS into the environment and created a public health impact.
Companion legislation in the Senate: S. 3725. Sponsor: Rep. Madeline Dean (D-NH)
Location: United States
US HR 6805 High Priority Monitor
Title: PFAS Action Act of 2023
Current Status: Introduced
Introduction Date: December 14, 2023
Last Action Date: Referred to the Subcommittee on Water Resources and Environment..
January 02, 2024
Summary: PFAS Action Act of 2023 is a reintroduction of the 2021 legislation. It would
impose a statutory designation of PFAS as a hazardous substance under CERCLA. It would
also impose other mandates including time specific drinking water standards for PFOA and
PFOS and other members of the PFAS chemical family. It currently enjoys 21 sponsors, all
Democratic. Sponsor: Rep. Debbie Dingell D-MI
4 of 8
Location: United States
US S 2162 High Priority Monitor
Title: STREAM Act
Current Status: Introduced
Introduction Date: June 22, 2023
Last Action Date: Committee on Energy and Natural Resources Subcommittee on Water and
Power. Hearings held.. July 19, 2023
Summary: S. 2162 renews expiring provisions of the WIIN Act. It would increase funding
authorizations for surface and groundwater storage projects, water recycling, desalination,
and ecosystem restoration projects. Among the changes that would be authorized would be
priorities for water supply projects that include enhanced public benefits (fisheries, wildlife
and disadvantage communities drinking water reliability). It would also provide for enhanced
water transfers to support temporary fallowing of agriculture lands to support wildlife
habitats. (BILL PROVISIONS LIKELY TO INCORPORATED INTO LARGER WESTERN WATER
LEGISLATION) No Sponsor at the writing
Location: United States
US S 1430 High Priority
Title: Water Systems PFAS Liability Protection Act
Current Status: Introduced
Introduction Date: May 03, 2023
Last Action Date: Read twice and referred to the Committee on Environment and Public
Works.. May 03, 2023
Summary: S. 1430 would provide a limited CERCLA liability (section 107) exemption for PFAS
family of chemicals for water and wastewater agencies. S. 1430 would not exempt an agency
from liability in cases of gross negligence.
Description: Water Systems PFAS Liability Protection Act This bill exempts specified water
management entities from liability under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA) for releases of certain perfluoroalkyl or
polyfluoroalkyl substances, commonly referred to as PFAS. Specifically, the entities covered
under the bill are public water systems, publicly or privately owned or operated treatment
works, municipalities with a stormwater discharge permit, political subdivisions or special
districts of a state that act as a wholesale water agency, and contractors performing the
management or disposal activities for such entities. Under the bill, the exemption only
applies if a specified entity transports, treats, disposes of, or arranges for the transport,
treatment or disposal of PFAS consistent with applicable laws and during and following the
conveyance or treatment of water under federal or state law, such as through the
management or disposal of bi....
5 of 8
Location: United States
US S 1350 High Priority Monitor
Title: WIPPES Act
Current Status: Introduced
Introduction Date: April 27, 2023
Last Action Date: Read twice and referred to the Committee on Commerce, Science, and
Transportation.. April 27, 2023
Summary: Directs the Federal Trade Commission, in consultation with the Environmental
Protection Agency, Commissioner of Food and Drugs, and the Consumer Product Safety
Commission (as appropriate depending on the type of covered product involved) to issue “Do
Not Flush” labeling requirements for nonflushable wipes, including baby wipes, household
wipes, disinfecting wipes and personal care wipes. The requirements mirror California's
labeling law and has the support from the wipes industry, national clean water sector, civil
engineers, and environment advocates. Companion House bill: H.R. 2964.
Location: United States
US HR 1729 Low Priority Monitor
Title: Water Affordability, Transparency, Equity, and Reliability Act of 2023
Current Status: Introduced
Introduction Date: March 22, 2023
Last Action Date: Referred to the Subcommittee on Commodity Markets, Digital Assets, and
Rural Development.. April 25, 2023
Summary: Sponsor: Rep. Bonnie Coleman D-NJ Co-Sponsor: Rep. Katie Porter D-CA
Description: Water Affordability, Transparency, Equity, and Reliability Act of 2023 This bill
increases funding for water infrastructure, including funding for several programs related to
controlling water pollution or protecting drinking water. Specifically, it establishes a Water
Affordability, Transparency, Equity, and Reliability Trust Fund. The fund may be used for
specified grant programs. The bill increases the corporate income tax rate to 24.5% to
provide revenues for the fund. In addition, the bill revises requirements concerning the clean
water state revolving fund (SRF) and the drinking water SRF, including by prohibiting states
from providing financial assistance using amounts from the clean water SRF for projects that
will provide substantial direct benefits to new communities other than projects for
constructing an advanced decentralized wastewater system. It also creates or reauthorizes
several grant programs related to water infrastructure, such as grants for removing lead
from dr....
Location: United States
6 of 8
US HR 2162
Title: To provide for a limitation on availability of funds for U.S. Department of Interior, US
Fish and Wildlife Service, Neurotropic Migratory Bird Conservation for fiscal year 2024.
Current Status: Introduced
Introduction Date: March 29, 2023
Last Action Date: Referred to the House Committee on Natural Resources.. March 29, 2023
Description: This bill limits FY2024 funding for the U.S. Fish and Wildlife Service's
Neotropical Migratory Bird Conservation grant program.
Location: United States
US HR 1837
Title: Investing in Our Communities Act
Current Status: Introduced
Introduction Date: March 28, 2023
Last Action Date: Referred to the House Committee on Ways and Means.. March 28, 2023
Summary: Legislation restores tax-exempt advance refunding for municipal bonds to allow
states and local governments to more efficiently invest in projects.
Description: Investing in Our Communities Act This bill reinstates the exclusion from gross
income for interest on certain bonds issued to advance the refunding of a prior bond issue.
The exclusion was repealed for bonds issued after 2017.
Location: United States
US S 938 Low Priority Monitor
Title: Water Affordability, Transparency, Equity, and Reliability Act of 2023
Current Status: Introduced
Introduction Date: March 22, 2023
Last Action Date: Read twice and referred to the Committee on Finance.. March 22, 2023
Summary: S. 938 would establish a $35 billion trust fund to support the construction of
water and wastewater treatment systems. Funding would be derived from an increase in the
corporate tax rate. The bill also imposes requirements for Department of Justice and USEPA
to carryout activities to determine whether water and wastewater operators discriminate in
the provision of services. USEPA must also investigate the impact of rates on service cut-
offs. Additional provisions would address use of assistance to promote regionalization of
systems and limitations on the use of federal assistance to support projects that address
growth. The bill enjoys 500 NGO organizational support. It has five cosponsors. Sponsor:
Sen. Bernie Sanders I-VT
Description: Water Affordability, Transparency, Equity, and Reliability Act of 2023 This bill
increases funding for water infrastructure to control water pollution or protect drinking
7 of 8
water. Specifically, it establishes a Water Affordability, Transparency, Equity, and Reliability
Trust Fund. The fund may be used for specified grant programs. The bill increases the
corporate income tax rate to 24.5% to provide revenues for the fund. In addition, the bill
revises requirements concerning the clean water state revolving fund (SRF) and the drinking
water SRF, including by prohibiting states from providing financial assistance using amounts
from the clean water SRF for projects that will provide substantial direct benefits to new
communities other than projects for constructing an advanced decentralized wastewater
system. It also creates or reauthorizes several grant programs related to water
infrastructure, such as grants for removing lead from drinking water.
Location: United States
US HR 250 Medium Priority Monitor
Title: Clean Water SRF Parity Act
Current Status: Introduced
Introduction Date: January 10, 2023
Last Action Date: Referred to the Subcommittee on Water Resources and Environment..
February 01, 2023
Summary: Amends eligibility provisions for the Federal Water Pollution Control Act’s Clean
Water State Revolving Fund so that all wastewater customers have the ability to benefit
from the program’s low-interest loans. Supported by NAWCA Also introduce in 117th
Congress - No Action
Description: Clean Water SRF Parity Act This bill expands the state revolving fund
established under the Clean Water Act, including by allowing low-interest loans to be given
to privately owned treatment works to address wastewater. Currently, loans are given to
wastewater systems that are publicly owned.
Location: United States
US S 115 Monitor
Title: Clean Water Allotment Modernization Act of 2023
Current Status: Introduced
Introduction Date: January 26, 2023
Last Action Date: Read twice and referred to the Committee on Environment and Public
Works.. January 26, 2023
Summary: Provides for a set aside from Clean Water SRF appropriations to conduct Buy
America oversight compliance, establishes that each state's allotment must be at the same
level as FY 23 during FY 24-28 and additional allotments based on percent of state
population to the nation. FY 29 and beyond allotments to be determined by new formula
based upon Clean Water Needs Survey.
8 of 8
Description: Clean Water Allotment Modernization Act of 2023 This bill revises the formula
the Environmental Protection Agency (EPA) uses to determine how to distribute funds from
the Clean Water State Revolving Fund (SRF) program. Under the program, the EPA allocates
funding to states for water quality infrastructure projects, such as wastewater systems and
stormwater management projects. In FY2024-FY2028, the EPA must provide an initial
allotment to each state that is equal to the amount the state received in FY2023. The EPA
must also provide an additional allotment to each state that is based on its share of the U.S.
population. In FY2029 and each subsequent fiscal year, the EPA must use an updated
allotment formula, which is based on the needs of states as identified in the most recently
available clean watersheds needs survey. Beginning in FY2024, the formula must also
provide allotments for Indian tribes and territories. In addition, the formula must provide an
allotment for EPA's oversight ....
Location: United States
Page 1
M E M O R A N D U M
To:
From:
Date:
Subject:
Orange County Sanitation District
Townsend Public Affairs
September 30, 2024
2024 Legislative End of Session Overview
2024 STATE LEGISLATIVE WRAP UP
Overview
The 2024 legislative session came to a dramatic close just after midnight on Saturday, August 31, as both chambers were engulfed in a flurry of last-minute proposals, political maneuvering,
and power plays among leadership in both houses and the Governor’s Administration. This
adjournment marked the end of the two-year 2023-24 Legislative Session, which saw over 4,000 bills introduced during its cycle.
While last-minute policy introductions are a common feature of California's legislative process, this session was notable for the unusually high number of bills and amendments introduced in the final 72 hours. These last-ditch efforts aimed to make sweeping changes in key areas such as energy policy, industrial land use regulations, and gas pricing, among others.
Adding to the usual end-of-session frenzy, Governor Newsom called a special session just hours before the regular session's end to address new mandates on oil refineries aimed at reducing gas prices. This unexpected move effectively pushes the Legislature into overtime, forcing lawmakers to grapple with the complex and politically sensitive issue of energy affordability just as the campaign season kicks into high gear ahead of the November 5 election. In response, the Assembly convened the special session on August 31, as directed by the Governor, while the
Senate chose to defy the Governor’s order.
As for the legislative output of the 2024 session, of the 2,525 total bill vehicles introduced this
year, nearly 1,500 were passed by the Legislature. As of September 5, Governor Newsom has signed 550 bills into law, vetoed 5, and has 1001 bills still awaiting his decision before the September 31 deadline. In his first four years in office, Governor Newsom has vetoed between
7.9 percent and 16.5 percent of the bills presented to him annually, often citing insufficient state resources to implement the proposed measures. It is expected that his vetoes from the 2024 session will follow a similar pattern, particularly given the current budget deficit. Most of the
statutes signed into law will take effect on January 1, 2025.
The conclusion of the 2024 legislative session also signals the start of the Interim Recess and the ramp-up to the November 2024 General Election. At least 23 State Assembly seats and 12 State Senate seats are set to change hands, representing over 25 percent of each house. When the Legislature reconvenes in January 2025 for the start of the 2025-26 session, a wave of freshman legislators will bring new priorities, leadership styles, and political dynamics to Sacramento.
Page 2
Below is a detailed overview of priority measures and key events from the 2024 legislative
session, organized by issue area:
Water and Sanitation
Due to California’s storied history of drought and coinciding water management practices, water related policy is always a prominent topic in Sacramento regardless of current drought or reservoir
conditions. 2024 was no different, with significant legislation being introduced at the beginning of the legislative session on water rights, implementation on the Making Conservation a Way of Life regulation, implementation of the Advanced Clean Fleet regulation, water conservation, contamination source control, and water rates. Furthermore, coalitions of water and sanitation districts and other local government advocates continued the fight to protect revenue and cost-recovery streams such as connection and capacity fees from a multitude of housing bills seeking to lower the overall cost of housing. Pre-development costs, including mitigation and impact fees, have long been a target of affordable housing advocates due to the upfront costs on new developments. Much of the legislative session was dedicated toward reminding the Legislature about existing laws and deals to protect these critical sources of revenue as well as educating new members of the Legislature about their benefits. Despite some setbacks on the timing of payments of some of these impact fees, most of the problematic language introduced at the beginning of the year was amended out of bills prior to their final passage on the Floors. Additionally, considerable time was spent negotiating details on SB 1255 (Durazo), which
required a retail water supplier that serves over 3,300 residential connections to establish a water rate assistance program (WRAP) to help eligible low-income customers pay their water and wastewater bills. This WRAP was thought to be paid for from voluntary contributions paid by other
customers through charges on water bills in a first of its kind opt-out program. This concept was met with significant opposition from local government advocacy groups who argued that billing systems were not ready to implement policy changes such as this, in addition to a lack of
understanding about the actual need that exists and the amount of money an opt-in program could generate. SB 1255 died on the Assembly Appropriation’s Suspense File in August; however, it is possible that additional legislation to help lower the cost of water and wastewater bills will be introduced in 2025.
Revenue and Taxation In 2024, revenue and taxation policy took center stage, with various significant developments,
including the looming threat of the Taxpayer Protection and Government Accountability Act, ongoing legislative efforts such as ACA 1 (Aguiar-Curry) to provide local governments with more financing tools for housing production, and proposals aimed at reducing impact fees.
Taxpayer Protection Act
After years of opposition, the California Supreme Court ruled unanimously in June, barring the Taxpayer Protection Act from appearing on the November General Election ballot. The measure would have restricted the ability of state and local governments to implement or maintain taxes
and fees by retroactively nullifying recently passed tax measures, raising voter approval thresholds, and creating challenges for taxes and fees.
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The Court’s decision was based on the initiative's far-reaching scope, which it deemed exceeded
a simple constitutional amendment and instead represented a fundamental revision of state and local governance, requiring a constitutional convention.
ACA 1 / ACA 10 / Proposition 5 The Legislature passed ACA 1 (Aguiar-Curry), which, pending voter approval, would allow local
governments to incur bonded indebtedness or impose special taxes for housing and infrastructure projects with 55 percent voter approval. Initially set for the March primary ballot, ACA 1 was moved to the November 2024 election due to political calculations surrounding the passage of Proposition 1. Concerns from stakeholders like the California Association of Realtors, which sought to exclude
smaller properties from the measure’s financing eligibility, led to the introduction of ACA 10 and AB 2810 in 2024. ACA 10 stripped the special tax provisions from ACA 1, leaving only the 55 percent threshold for bond approval intact. AB 2810 included the compromise with the realtors to exclude the application of bond financing housing projects under 5 units. The revised measure now appears on the November ballot as Proposition 5, which, if approved, would empower local agencies to pass revenue bond measures for affordable housing and public infrastructure projects with a reduced voter threshold.
Impact Fees Housing affordability remained a central legislative theme in 2024, with impact fees and exactions
targeted as contributors to high development costs. A critical decision from the U.S. Supreme Court this year mandated that local governments establish a clear "essential nexus" between development projects and the fees they impose, ensuring that fees are "roughly proportional" to
the actual impact of the development. This ruling has the potential to significantly affect local government revenue streams.
In addition, the Legislature advanced several measures aimed at limiting or deferring impact fees, including: SB 937 (Wiener), which defers certain development fees until a certificate of occupancy is issued. It also locks in impact fees before a building permit is granted and prohibits indexing fees for inflation or charging interest on deferred fees. While local governments opposed the measure, it passed and may see further refinement in future sessions.
AB 1820 (Schiavo), which creates a framework for developers to receive preliminary and final estimates of project-related fees and exactions within specific timeframes. Both bills passed the Legislature and are currently awaiting action from the Governor.
Labor and Employee Relations
At the outset of the legislative session, several bills were introduced by progressive lawmakers, with backing from major labor organizations, including the American Federation of State, County,
and Municipal Employees (AFSCME), the California Labor Federation, and the California State Council of the Service Employees International Union (SEIU).
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These labor groups, alongside numerous employee advocacy organizations, have recently prioritized addressing the reported labor shortages in the public sector. According to a recent
study by the UC Berkeley Labor Center, vacancy rates in county job positions within three of California's most populous counties are now 1.5 to 2 times higher than they were prior to the COVID-19 pandemic.
In response to these vacancy rates and workforce gaps, several pieces of legislation were introduced, seeking to increase transparency in public sector bargaining unit vacancies and to
promote the hiring of internal labor over consultants. These measures also included substantial data reporting requirements for existing consultants and contractors in the public sector, aiming to support arguments in favor of using internal labor groups for essential tasks. The principal bills—AB 2557 (Ortega) and AB 2651 (McKinnor)—faced significant opposition from local governments and business interests during the legislative process. Despite this resistance, both bills successfully advanced through policy committees, largely along party lines, due to robust support from labor advocates among committee members. However, AB 2557 (Ortega), which would have required extensive reporting and auditing on public sector contracting, failed to pass the Senate Appropriations Committee before the legislative deadline and was shelved for the year. In contrast, AB 2561 (McKinnor), mandating that local public agencies with more than a 20 percent vacancy rate in any bargaining unit publicly present updates on vacancies, recruitment, and retention efforts at least once per fiscal year, passed the Legislature in the final days of the session and now awaits action by the Governor. Additionally, two weeks before the legislative session's close, SB 399 (Wahab) was amended. Originally introduced in 2023, the bill pertains to employee intimidation and aims to prevent
employers from retaliating against or threatening employees who refuse to attend mandatory meetings where the employer communicates political or religious opinions. A key concern for local governments is the broad definition of "political," which encompasses issues related to elections,
political parties, legislation, regulation, and decisions to join or support political or labor organizations. While the bill’s intent—to prohibit employers from expressing inappropriate political opinions during mandatory meetings—is laudable, its broad language could inadvertently
encompass routine job duties of local government employees, such as analyzing state or federal regulations or attending board meetings where legislation is discussed. Despite only being reintroduced late in the session and facing strong opposition from local government advocates, SB 399 (Wahab) passed and now awaits the Governor's signature.
Artificial Intelligence Artificial intelligence (AI) has emerged as a complex and pressing issue for lawmakers, prompting
deliberations on the appropriate scope and extent of its regulation. The state has been grappling with the challenge of understanding AI in its entirety, including its potential benefits and the risks it may pose. Until July, the California Privacy Protection Agency had been considering advancing formal rulemaking to regulate automated decision-making technologies—a subset of AI that utilizes inputs to replace human discretionary judgment.
Both the Senate and Assembly have also undertaken efforts to legislate AI through individual bills and hearings. The Senate Judiciary Committee convened a hearing in December focused on the "Importance of Journalism in the Digital Age," examining the interactions between AI and news
reporting.
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Additionally, three of the four Assembly Informational Hearings held this year centered on AI-related topics. Several lawmakers have introduced legislation addressing various aspects of AI
regulation, reflecting growing concern and interest in ensuring responsible governance of this rapidly evolving technology. Those proposals included:
• AB 1831 by Assemblymember Marc Berman (D-Menlo Park) criminalizes the creation, distribution, and possession of AI-generated Child Sexual Abuse Material.
• AB 2877 by Assemblymember Rebecca Bauer-Kahan (D-Orinda) would have prohibited AI systems from using the personal information of children to train AI systems without affirmative authorization.
• AB 2930 by Assemblymember Bauer-Kahan would have imposed various regulations on the
use of “automated decision systems.”
• SB 1047 by Senator Scott Wiener (D-San Francisco) requires developers and trainers of powerful artificial intelligence models to put appropriate safeguards and policies into place to prevent harms. In August, a deal was cut between tech companies and Assemblymember Buffy Wicks (D-Oakland) that would dedicate more funding to local journalists and AI developers. The impetus
for this deal was a piece of Assemblymember Wicks’s legislation, AB 886, which would have required large internet platforms to pay a portion of their revenues to journalists as compensation
for using the journalists’ content on their own platforms and collecting advertising revenue. The deal includes $300 million allocated over five years to fund in-state newsrooms, but the settlement
also funds an “AI Innovation Accelerator” program to develop artificial intelligence initiatives. So far, the deal has received mixed reviews from the journalism world, some of whom are concerned about advancing AI that could replace journalism jobs in the future. Others are grateful for the
additional funding to in-state journalism.
Bonds
Pivoting away from impacting the state budget, ten different legislators introduced bills that would place general obligation (GO) bonds on the ballot to be approved or rejected by voters. AB 247 by Assemblymember Al Muratsuchi (D-Torrance) and SB 867 by Senator Ben Allen (D-Santa Monica) were the only two measures to make it out of the fray and are now Propositions 2 and 4, respectively, on the ballot. Prop 2 dedicates $10 billion for public school and community college facilities and Prop 4 issues $10 billion for various climate and environmental protection projects.
The deficit strained the Legislature’s capacity to authorize multiple bonds, so state lawmakers were forced to prioritize which bonds were to advance and how much should be financed by each proposed bond. By approving bonds for school facilities and environmental protection projects,
initiatives that would have funded higher education facilities, flood control, fentanyl prevention, and housing were put on hold. While housing is a top priority for the state, many were disappointed that a housing bond was not approved for the ballot.
The two bonds that will be on the November ballot, Propositions (Prop) 2 and 4, would still have
a significant impact on the state’s budget. The Legislative Analyst’s Office estimates the cost to
pay off Prop 2 would be $500 million per year for 35 years, and $400 million per year for 40 years for Prop 4 totaling $33.5 billion over the life of both bonds. Currently, the state is paying about $6 billion per year on debt service for existing bonds, so the drawdown on resources is substantial
when weighing which bonds to approve each year.
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The following is a breakdown of Props 2 and 4:
Proposition 2: Bonds for Public School and Community College Facilities
• $4 billion for the modernization of school facilities, with at least 10 percent being reserved for small schools and $115 million for testing/remediation of lead in water
• $3 billion for new construction of school facilities, with at least 10 percent being reserved for small school districts
• $1.5 billion for community college facilities
• $600 million for charter school facilities
• $600 million for career technical education programs Proposition 4: Bonds for Safe Drinking Water, Wildfire Prevention, and Protecting Communities and Natural Lands From Climate Risks
• $3.8 billion for safe drinking water, drought, flood, and water resilience programs
• $1.5 billion for wildfire and forest resilience
• $450 million for extreme heat mitigation
• $1.2 billion for biodiversity programs
• $300 million for sustainable, climate-smart farms and working lands programs
• $1.2 billion for coastal resilience programs
• $700 million for park creation and outdoor access
• $850 million for clean air programs
• <$20 million for administrative costs
• Up to 10 percent of funds within each funding pot must be allocated to severely disadvantaged communities
Budget Following a couple of years of record surpluses driven by an infusion of federal funding, the state
took a turn and started 2024 in a deficit to the tune of approximately $37.8 billion. This immediately put the state legislature on notice of difficult decisions to come, and the Governor directed state agencies to freeze any new spending. After the tax filing deadline in April, the deficit continued to
grow as tax revenues came in lower than anticipated bringing the deficit to $46.8 billion. To balance the budget, the state largely leaned on reserves, deferrals, funding delays, and borrowing, and took Early Action in April to adjust spending levels. In June, the state passed a preliminary version of the budget after the Governor, Senate, and Assembly agreed on an overall budget plan that compiled input from the Department of Finance and Legislative Budget Subcommittees. At stake over the course of the budget negotiations was funding for core local government programs like Homeless Housing, Assistance and Prevention
(HHAP), Regional Early Action Planning (REAP), Active Transportation Program (ATP), and Multifamily Housing Program (MHP). These programs received some adjustments or cuts, however, were overall still maintained in the final budget, due in large part to the advocacy of local agencies. Based on updated revenue estimates and potential impacts on future spending that came in after
the budget was passed, the Legislature put together several trailer bills and budget bill “juniors” for routine implementation of the budget. These additional bills ranged in subject area from healthcare, energy, education, and natural resources, and some were passed as late as the last
day of Session. Despite revenue fluctuations and overall volatility, the state still met its constitutional obligation to pass a balanced budget.
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Energy
Income-Tiered Rate Policies and Regulations
The 2024 Legislative Session began with a focus on energy reform, including several proposals
to repeal provisions of AB 205 (2022). AB 205 had directed the California Public Utilities Commission (CPUC) to develop income-graduated fixed charges for energy bills for customers of Investor-Owned Utilities (IOUs). Under this measure, the CPUC was tasked with working
alongside IOUs to establish income-based rates, which were initially proposed to range from $24 per month for low-income earners to $128 per month for households earning $180,000 or more annually. The implementation of AB 205's provisions faced criticism from a range of stakeholders. Environmental groups argued that the proposed joint IOU plan did not sufficiently charge high-income earners their fair share. The solar industry, which relies on high electricity rates to justify the cost of rooftop solar installations, advocated for a shift toward time-differentiated rates to encourage flexible demand. Meanwhile, local agencies called for fixed rates to remain low, with substantial rebates offered to those who electrify by certain deadlines. These concerns led to multiple legislative proposals aimed at repealing AB 205 or introducing oversight measures to prevent future cost shifts. Among these were AB 1999 (Irwin), which sought to repeal the income-based rate escalator, and AB 1912 (Pacheco), which would have mandated a third-party actuarial review of all legislative proposals affecting energy ratepayers. These reviews would have needed to be completed and considered before any final vote.
Despite the momentum, both legislative proposals were set aside by leadership amid ongoing internal negotiations involving the Legislature, the Administration, and the CPUC. Concerns over high costs for ratepayers, passthrough provisions, and the potential need for IOUs to access
sensitive tax information to determine income levels ultimately led the CPUC to reject the original income-escalated charge proposal. Instead, a new structure was adopted, charging residential customers a flat rate of $24.15 per month, with a reduced rate of $6 to $12 for those enrolled in
low-income programs. This new rate was implemented by the CPUC in July.
Last Minute Rate Reduction and Clean Energy Bill Proposals
As previously mentioned, the final days of the 2024 Legislative Session featured the introduction of numerous late-breaking amendments that inserted new policy proposals into existing bill vehicles. Among these were six measures focused on addressing California’s clean energy challenges, specifically meeting mandates for clean, carbon-free energy and reducing some of
the nation’s highest electric bills.
The primary proposal targeting California’s escalating electric bills, AB 3121 (Petrie Norris), sought to provide each household with a modest, one-time credit ranging from $30 to $70. The estimated $500 million in savings would have been drawn from cuts to utility programs benefiting low-income residents and schools. Advocates for these programs argued that the proposed cuts
would disproportionately harm low-income Californians and children while offering only a minimal
reduction in ratepayers’ utility bills. This measure ultimately failed to pass before the end-of-session deadline.
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Another significant proposal, AB 3264 (Petrie Norris), mandates that the Public Utilities Commission study ways to reduce the costs associated with expanding transmission capacity
and report on energy efficiency programs funded through consumers’ utility bills. This bill successfully passed through the legislature under the tight deadline and is now awaiting the
Governor’s decision.
Other proposals within the late-breaking package that passed the legislative process included SB 1420 (Caballero), which aims to streamline hydrogen facility permitting, and SB 1142 (Menjivar),
which seeks to prevent power shutoffs for ratepayers with active payment plans. Two additional bills did not survive the legislative process, including SB 1003 (Dodd), which would have increased oversight of utility wildfire costs. In a statement to the press following the session's close, Senate Pro Tem Mike McGuire expressed his commitment to reintroducing more energy-related proposals next year to build upon the efforts of this package.
Housing and Land Use
RHNA Reform
As is typical of the Legislature in recent years, the 2024 Legislative Session was keenly focused on housing production and compliance with state housing laws. This included an analysis of the regional housing needs allocation (RHNA) process and improvements that could be implemented prior to the start of Cycle 7. In April, the California Department of Housing and Community Development (HCD) released its entitled California’s Housing Future 2040: The Next Regional Housing Needs Allocation (RHNA), outlining dozens of suggested reforms to improve the RHNA methodology, regional determination, and compliance process.
A series of bill proposals emerged during the session that aligned with the suggested reforms in the report. This included:
• AB 3093 (Ward), which creates two new income categories - Acutely Low Income (ALI) and
Extremely Low Income (ELI) - in the Regional Housing Needs Determination (RHND), Regional Housing Needs Allocation (RHNA), and Housing Element Law. Creating the ELI and ALI categories will require regions and local governments to develop targeted programs and
strategies in their housing elements that cater to the needs of Californians at the lowest end of the income spectrum, including homeless individuals and those at risk of homelessness. This bill drew strong support from the Governor. It passed the Legislature and is awaiting final
action.
• SB 7 (Blakespear) makes several technical changes to the regional housing needs determination (RHND) process conducted by HCD and the regional housing needs allocation process conducted by HCD or Councils of Governments (COGs). This measure passed the Legislature and is awaiting final action from the Governor. Other proposals geared toward reforming the RHNA process included AB 2485 (Carrillo), which would require HCD to convene and engage specified stakeholders to consider improvements to the process of determining the housing needs for each region. The bill would also require HCD to publish specified data and information on its website regarding the decision-making process used to determine regional housing needs. While this bill drew a wide array of support from local stakeholders, it was ultimately held in the second house appropriations committee.
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Builder’s Remedy
In addition to RHNA reforms, the Legislature this year turned its attention to refining the Builder’s Remedy, a provision within the 1982 Housing Accountability Act (HAA) that prevents local governments from denying housing developments that include 20 percent lower-income units,
even if the project does not conform to local zoning laws—provided the jurisdiction has not adopted a compliant housing element. Although several developers have attempted to invoke the
Builder’s Remedy in recent years, they have largely been unsuccessful.
During the session, lawmakers introduced several proposals aimed at clarifying and refining the
Builder’s Remedy, focusing on legal interpretation, timing, and specific parameters for development projects. These proposals include:
• AB 1886 (Alvarez): Clarifies that the Builder’s Remedy is triggered by a determination of noncompliance from the Department of Housing and Community Development (HCD). It also specifies that development standards apply only if the city is in compliance, and projects
remain eligible if the application was submitted while the city was non-compliant.
• AB 1893 (Wicks): Establishes guidelines regarding density, underlying zoning, and objective
standards that a development must meet to qualify for the Builder’s Remedy. It also reduces the required amount of affordable housing for a project to be eligible.
• AB 2023 (Quirk-Silva): Introduces a rebuttable presumption of invalidity for housing elements
deemed noncompliant by HCD, raising the burden of proof for jurisdictions seeking to
challenge or dismiss HCD’s noncompliance determination. Despite facing opposition from local agencies, all three bills successfully passed the Legislature and are now awaiting action from the Governor.
Coastal Land Use Coastal land use became a central focus during the 2024 Legislative Session, particularly around addressing regulatory misalignment between the Department of Housing and Community Development (HCD) and the California Coastal Commission (CC) regarding housing development in coastal areas. The Coastal Commission, working closely with coastal cities and counties, is responsible for planning and regulating land and water use in the Coastal Zone. Development in these areas typically requires a special coastal development permit (CDP), either
from the Commission or from local governments that have a certified Local Coastal Program (LCP). Currently, 73 percent of the Coastal Zone is governed by LCPs, allowing local governments to issue CDPs according to detailed planning and design standards. In jurisdictions
with certified LCPs, permitting decisions can be appealed to the Coastal Commission under specific circumstances.
This year, the Legislature sought to address tensions between housing production and coastal preservation, with both HCD and the Coastal Commission representing differing priorities. A key legislative goal was to align housing development efforts with the preservation values overseen by the Coastal Commission. Proposals included measures to increase housing density, synchronize housing element updates with local coastal plans, and clarify which agency holds ultimate regulatory authority in the development process.
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AB 2560 (Alvarez) addressed the intersection of the state’s Housing Density Bonus Law and coastal protections. The bill aimed to exempt projects taking advantage of Density Bonus
incentives, which allow developers to increase housing units in exchange for affordable housing, from Coastal Act requirements. This measure sparked significant debate around balancing housing needs with coastal environmental protections. A series of amendments from
environmental groups that authorized the Coastal Commission unilateral authority over developments within the coastal zone made the bill untenable. At the request of the author and with significant input from local agencies, the bill was held.
SB 1077 (Blakespear) focused on simplifying the development of accessory dwelling units (ADUs) in coastal areas. The bill initially required the Coastal Commission to assist cities and counties in updating their LCPs to streamline the permitting process for ADUs and junior ADUs, thereby promoting housing production while ensuring compliance with coastal regulations. However, significant cost concerns were raised by local governments related to the constant need to update
LCPs to accommodate the bill’s goals. Ultimately, the bill was amended to require HCD to provide technical guidance to local governments on how to streamline ADU permitting within the coastal zone. In addition, SB 951 (Wiener) sought to improve the process of appealing local jurisdiction approvals of coastal development permits. The bill clarifies the grounds for appealing local CDP decisions to the Coastal Commission and authorizes local governments to notify the Commission of final permit actions electronically, among other provisions aimed at enhancing transparency and efficiency. These legislative efforts underscore the complexity of managing coastal land use in California, as
policymakers strive to balance the state’s urgent need for housing with the imperative to protect its valuable coastal resources. It is anticipated that coastal land use issues will continue to emerge as a priority topic next session.
Fire Insurance
At the conclusion of the 2023 Legislative Session, the Governor and the Insurance Commissioner took significant action through an executive order and regulatory proceedings to enact changes
aimed at stabilizing California’s insurance market and retaining insurance companies in the state. This initiative focused on four key objectives: (1) Expanding insurance coverage in high-risk areas, (2) Modernizing the FAIR Plan to reintegrate members into the standard insurance market, (3) Updating rate review and filing timelines, and (4) Allowing the use of advanced catastrophic modeling tools.
The latest draft regulations, last revised at the beginning of the year, specify the requirements for insurance companies wishing to use forward-looking catastrophe models for setting rates. Under these draft regulations, insurers must either offer policies in high-risk areas that represent at least 85 percent of their statewide market share or increase the number of plans in these areas by 5 percent. Additionally, insurers are required to consider wildfire mitigation efforts implemented by policyholders.
A policy qualifies as being in a high-risk area if it is located in a county or ZIP code designated as distressed, undermarketed, and high-risk. A county is classified as "distressed" if more than 20
percent of its residential properties with fewer than five units are rated as “high” or “very high” risk by CAL FIRE. These designations will be reviewed and updated annually.
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The designated counties currently include Alpine, Amador, Butte, Calaveras, Del Norte, El Dorado, Humboldt, Lake, Lassen, Marin, Mariposa, Mendocino, Modoc, Mono, Monterey, Napa,
Nevada, Placer, Plumas, San Luis Obispo, Santa Cruz, Shasta, Sierra, Siskiyou, Tehama, Trinity, Tuolumne, and Ventura.
Following the release of these draft regulations, the Insurance Commissioner announced
additional amendments to the FAIR Plan, California’s insurance program designed to provide coverage to residents and businesses in both urban and rural areas who cannot secure insurance
through the standard market. These changes, part of an agreement between the Department of Insurance and the California FAIR Plan, include provisions for recouping losses by imposing
surcharges on residential and commercial insurance policies across the state in “extreme worst-
case scenarios.” Under the current framework, the FAIR Plan is responsible for paying claims once its reserves, reinsurance, and catastrophe bonds are depleted. The new agreement stipulates that, should these funds be exhausted, insurers will be required to cover up to $2 billion in FAIR Plan claims—$1 billion for residential and $1 billion for commercial policies. Insurers can then, with the
insurance commissioner’s approval, temporarily surcharge their policyholders for up to half of the amount assessed. It is important to note that homeowners will not be surcharged for commercial losses; only commercial policyholders will bear those costs. Additionally, insurers may surcharge policyholders for 100 percent of claims exceeding these amounts, pending the insurance
commissioner’s approval.
This restructuring of the FAIR Plan is a component of Commissioner Lara’s broader Sustainable
Insurance Strategy, a series of executive actions designed to stabilize California’s insurance
market. These actions come in response to the growing reluctance of insurers to issue new policies or renew existing ones, particularly in areas with high wildfire risks, due to the surge in wildfire-related claims.
As insurers have withdrawn from high-risk areas, the number of residential FAIR Plan policies has more than doubled since 2019, reaching approximately 408,000 as of June. Similarly, the
number of commercial policies under the FAIR Plan has increased to 11,026. The FAIR Plan will implement a Plan of Operation that includes the following:
• Expanded Coverage: Introducing a new “high-value” commercial coverage option with limits up to $20 million per building, alongside past increases for residential policies.
• Financial Stability: Establishing a sound financial formula to protect policyholders in extreme loss scenarios.
• Improved Transparency: Requiring enhanced public reporting on FAIR Plan activities and
customer service metrics. In alignment with the Administration's and Legislature's objectives, this regulatory process has advanced without intervening legislation during the 2024 Session. Various legislative proposals, including those seeking to increase oversight of insurance modeling tools and mandate consideration of home hardening practices for rate reductions, did not pass due to concerns that
they might disrupt market conditions and the ongoing regulatory process. This includes Senator
Becker’s SB 1060, which would have required insurers using risk models for underwriting to account for wildfire risk reductions achieved through hazardous fuel reduction, home hardening,
and defensible space. The bill would have also authorized the Department of Insurance to examine underwriting models for compliance and issue necessary orders.
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The Department of Insurance plans to adopt these regulations by the end of 2024. Issues
concerning coverage affordability and availability will likely be addressed through legislation in the coming year. LOOKING FORWARD The 2025-26 legislative session marks the start of a new two-year cycle, introducing a fresh slate
of bills and policy initiatives when lawmakers reconvene in January. This session will be particularly notable for significant leadership transitions, with over 25 percent of both legislative houses turning over as new freshman members take office. Additionally, the session will coincide with the final two years of Governor Gavin Newsom's administration, as his term concludes in 2026. Senate President Pro Tem Mike McGuire will also serve his final term under the same limits, initially expected to provide continuity until a longer-serving successor takes the reins. Below is an overview of the key issues and policy debates anticipated to dominate the 2025 session.
Budget Outlook
Leading into this year’s budget deficit, the Legislative Analyst’s Office (LAO) anticipated future structural shortfalls of about $30 billion per year until 2028. The LAO identified spending reductions and revenue (tax) increases as difficult decisions on the horizon. In an election year, tax increases were immediately off the table but could be considered in the future as a component of larger reforms or solutions. To increase state revenue without directly raising taxes, one tool the state used was a suspension of the net operating loss (NOL) deduction for California businesses until 2027. The business community has rallied to reinstate the NOL deduction, or at
least guarantee the suspension is not extended even more. Another target of reform is the State Appropriations Limit, colloquially known as the Gann Limit,
which institutes a cap on state and local spending intended to control the growth in year over year spending. Between the 2021-22 and 2022-23 budget years, the state faced issues with the Gann Limit as its spending plan exceeded the set limits, which resulted in additional qualified capital
outlay spending and taxpayer rebates as a solution to exclude spending from the appropriations limit. The Gann Limit has been considered a constraint on the state’s ability to make investments in its top priorities, so there have been minor reforms suggested by lawmakers and stakeholders.
A recent reform counted realignment revenues to local government against local governments’ limits, which freed up billions of dollars under the state’s limit. Broader reforms would have to go back to the ballot because the Gann Limit was created by Proposition 4 in 1979 and is enshrined
in the state’s Constitution.
The most recent cash receipts are 10 percent above the Budget Act forecast for July, and since April, General Fund agency cash receipts have been $4.2 billion above projections. The summer is not a particularly busy time for revenue collection, and with future deficits still anticipated the state will need more fiscal prudence over the next few years.
Cap-and-Trade Reauthorization
California’s Cap-and-Trade Program will reduce greenhouse gas (GHG) emissions by setting a firm cap on statewide GHG emissions from major sources, which is measured in metric tons of
carbon dioxide equivalent (MTCO2e). This cap will decline over time.
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Each covered entity (major polluter) is required to surrender one “permit to emit” for each ton of GHG emissions they emit. Some covered entities will be allocated some allowances and will be
able to buy additional allowances at auction, purchase allowances from others, or purchase offset credits.
The “cap” on GHG emissions that drive global warming is a firm limit on pollution. The cap gets
stricter over time. The “trade” part is a market for companies to buy and sell allowances that let them emit only a certain amount, as supply and demand set the price. Trading gives companies
a strong incentive to save money by cutting emissions in the most cost-effective ways. Money secured through the Cap-and-Trade Program goes to fund several programs, including large transportation programs. One of these programs is the Transit and Intercity Rail Capital
Program (TIRCP), which is the state’s most significant source of funding for large-scale public transit projects. Many transit operations and authorities are reliant on TIRCP for State Funding to help build their climate-friendly transit projects. Furthermore, many of these same operators and authorities NEED future funding commitments from TIRCP in the coming years to meet their Non-Federal cost share obligations, allowing them to stay in major federal funding programs such as
the Federal Transit Administration’s New Starts Program. Large transportation projects need reliable funding over many years as they take years (and sometimes decades) to complete. TIRCP is a five-year program in which the state estimates revenues over the next five years and plans how much each of those years it will be able to provide for each project. The out years comprise the new capacity for the program, so in 2026 the TIRCP program will have limited out-year revenues if Cap-and-Trade does extend beyond 2030.
If the Legislature and Governor’s Administration do not reauthorize the Cap-and-Trade program this year, there is the very real possibility of California losing out on tens of billions of federal
dollars. The Governor has committed to tackling the reauthorization before the end of his term in 2026. It is likely the conversations will begin next year as the negotiations may take some time to reach a compromise.
Community Reinvestment Pending official scheduling, the Assembly Committee on Community Reinvestment, Chaired by Assembly Member Papan (D-San Mateo), will hold an informational hearing during the
Legislature’s interim recess to discuss the dissolution of redevelopment, existing local revenue financing tools, and ideas to build upon efforts to create a more equitable system wherein local governments can keep pace in meeting state housing goals and development needs without
relying solely on state subsidies. While the specific details of policy reform proposals are still in the works, the hearing signifies a will from the legislature to create and improve revenue-generating regimes at the local level.
Fire Insurance
The public comment period is officially open for CDI’s proposed regulations to allow insurers to use forward-looking “catastrophe modeling” when setting rates, as opposed to using data from historical losses. This model is intended to provide more accurate pricing for insurance rates and
has been advocated by insurance companies and the Insurance Commissioner who both cite climate change as a significant risk for more wildfires.
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Another set of recently implemented reforms for the insurance market will streamline the
department’s rate approval process that currently lacks clarity and often slows down new rate
requests. The new process will bring transparency and consistency in the rate filing process, which will also demand complete rate filings from insurance companies and good faith from intervenors.
Next, CDI will hold a public hearing on the catastrophe modeling regulations on September 17 and plans to enact the new regulations in December. Also on September 17, the Assembly
Insurance Committee will hold an Oversight Hearing in Los Angeles for updates on the progress
of CDI’s Sustainable Insurance Strategy. The Legislature will stay acutely involved in reforming
California’s insurance market. A proposed trailer bill to expedite insurance rate filings failed to pick up traction and CDI pivoted to the regulatory process, but there will certainly be more legislative action from individual members. So far in 2024, wildfires have burned over 800,000 acres and damaged or destroyed over 1,200 structures. An active wildfire season is a key indicator of legislative activity the following year. Proposals that failed to pass this year will also likely be reintroduced as a starting point for legislative negotiations in early 2025.
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 347 Ting [D]Current law prohibits juvenile products, textile articles, and food packaging that
contain specified levels of perfluoroalkyl and polyfluoroalkyl substances
(PFAS) from being distributed, sold, or offered for sale in the state, as provided. This bill would require the Department of Toxic Substances Control,
on or before January 1, 2026, to adopt regulations for the enforcement of
those prohibitions on the use of PFAS. The bill would require manufacturers of these products, on or before July 1, 2026, to register with the department, to pay a registration fee to the department, and to provide a statement of
compliance certifying compliance with the applicable prohibitions on the use of
PFAS to the department, as specified. The bill would authorize the department to test products and to rely on third-party testing to determine compliance with prohibitions on the use of PFAS, as specified. The bill would authorize or
require, as specified, the department to issue a notice of violation for a product in violation of the prohibitions on the use of PFAS, as provided.
Currently on the
Governor's Desk
Watch State Priorities: Monitor state legislation as well as State Water Resources
Control Board (SWRCB) regulatory activity related to PFAS.
ACC-OC - NYC
LOCC - NYC
CASA - NYCCSDA - NYC
ACWA - NYC
AB 805 Arambula [D]Authorizes the State Water Resources Control Board (State Water Board) to
require a sewer service provider—for a sewer system that has the reasonable potential to cause a violation of water quality objectives; impair present or future beneficial uses of water; or cause pollution, nuisance, or contamination
of waters of the state—to contract with an administrator designated or approved by the State Water Board.
Currently on the
Governor's Desk
Watch Legislative and Regulatory Policies: Special Districts - Oppose further state
regulations that adversely
impact special district financing, operations, and administration.
ACC-OC - NYC
LOCC - WatchCASA - Work With Author
CSDA - Oppose Unless AmendedACWA - Not Favor
AB 1567 E. Garcia [D]Would enact the Safe Drinking Water, Wildfire Prevention, Drought Preparation, Flood Protection, Extreme Heat Mitigation, Clean Energy, and
Workforce Development Bond Act of 2024, which, if approved by the voters,
would authorize the issuance of bonds in the amount of $15,995,000,000 pursuant to the State General Obligation Bond Law to finance projects for safe drinking water, wildfire prevention, drought preparation, flood protection,
extreme heat mitigation, clean energy, and workforce development programs.
Dead
Not going to be the vehicle for the climate
bond
Watch Guiding Priorities: Obtain
financial assistance for OC San projects through grants, loans, and legislative
directed funding.
ACC-OC - NYCLOCC - Support if
Amended
CASA - Support if AmendedCSDA -Support if
AmendedACWA - Support if Amended
Proposed Legislation 2024
High Priority
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 1820 Schiavo [D]Current law requires a city or county to deem an applicant for a housing development project to have submitted a preliminary application upon
providing specified information about the proposed project to the city or county
from which approval for the project is being sought. Current law requires a housing development project be subject only to the ordinances, policies, and standards adopted and in effect when the preliminary application was
submitted. This bill would authorize a development proponent that submits a
preliminary application for a housing development project to request a preliminary fee and exaction estimate, as defined, and would require the local agency to provide the estimate within 30 business days of the submission of
the preliminary application. For development fees imposed by an agency other than a city or county, the bill would require the development proponent to request the fee schedule from the agency that imposes the fee.
Currently on the Governor's Desk Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely impact special district financing, operations, and
administration.
ACC-OC - NYCLOCC - Oppose
Unless Amended
CASA - Neutral as AmendedCSDA - Oppose
ACWA - Watch
AB 2257 Wilson [D]The California Constitution specifies various requirements with respect to the
levying of assessments and property-related fees and charges by a local agency, including notice, hearing, and protest procedures, depending on the character of the assessment, fee, or charge. Current law, known as the
Proposition 218 Omnibus Implementation Act, prescribes specific procedures and parameters for local jurisdictions to comply with these requirements. This bill would prohibit, if a local agency complies with specified procedures, a
person or entity from bringing a judicial action or proceeding alleging
noncompliance with the constitutional provisions for any new, increased, or extended fee or assessment, as defined, unless that person or entity has timely submitted to the local agency a written objection to that fee or
assessment that specifies the grounds for alleging noncompliance, as
specified. This bill would provide that local agency responses to the timely submitted written objections shall go to the weight of the evidence supporting
the agency’s compliance with the substantive limitations on fees and
assessments imposed by the constitutional provisions.
Currently on the
Governor's Desk
Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely
impact special district financing, operations, and administration.
ACC-OC - NYC
LOCC - NeutralCASA - SupportCSDA - Support
ACWA - Sponsor
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 2515 Papan [D]This bill would similarly prohibit any person from manufacturing, distributing, selling, or offering for sale in the state any menstrual products that contain
regulated PFAS, as defined. The bill would authorize the Department of Toxic
Substances Control to adopt guidance or regulations, as specified, for the purposes of implementing and enforcing these provisions. The bill would require the department to issue guidance related to testing for regulated PFAS
in menstrual products and would exempt that guidance from the Administrative
Procedure Act. The bill would authorize the department to issue a cease and desist order to a manufacturer of a menstrual product under specified circumstances. The bill would make a violation of these provisions punishable
by civil penalties, as specified, and would authorize the Attorney General by request of the department, a city attorney, a county counsel, or a city prosecutor to bring an action to enforce these provisions. The bill would
create, and would require all moneys collected from penalties to be deposited
in, the T.A.M.P.O.N. Act Fund.
Currently on the Governor's Desk Support State Priorities: Monitor
state legislation as well as State Water Resources Control Board (SWRCB)
regulatory activity related to
PFAS.
ACC-OC - NYCLOCC - Watch
CASA - Support
CSDA - WatchACWA - NYC
AB 2533 Carrillo [D]This bill would prohibit a local agency from denying a permit for an unpermitted accessory dwelling unit or junior accessory dwelling unit that was constructed
before January 1, 2020, for certain violations, unless the local agency makes a
finding that correcting the violation is necessary to comply with conditions that would otherwise deem a building substandard. The bill would require a local
agency to inform the public about the provisions prohibiting denial of a permit
for an unpermitted accessory dwelling unit or junior accessory dwelling unit. The bill would require this information to include a checklist of the conditions that deem a building substandard and to inform homeowners that, before
submitting a permit application, the homeowner may obtain a confidential third-
party code inspection from a licensed contractor. The bill would prohibit a local agency from requiring a homeowner to pay impact fees or connection or capacity charges except under specified circumstances.
Currently on the Governor's Desk Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state regulations that adversely impact special district
financing, operations, and
administration.
ACC-OC - NYCLOCC - Watch
CASA - Watch
CSDA - Oppose Unless Amended
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 2557 Ortega [D]Existing law relating to the government of counties authorizes a county board of supervisors to contract for certain types of special services on behalf of the
county, any county officer or department, or any district or court in the county.
Existing law requires those special services contracts to be with persons who are specially trained, experienced, expert, and competent to perform those services. This bill would require each person who enters into a specified
contract for special services with the board of supervisors to submit
semiannual performance reports, as prescribed, every 180 days, to the board of supervisors and the exclusive representative of the employee organization. The bill would require the board or its representative to monitor semiannual
performance reports to evaluate the quality of services. The bill would require contract terms exceeding 2 years to undergo a performance audit, as prescribed, by an independent auditor approved by the board to determine
whether the performance standards are being met.
Dead Watch Legislative and Regulatory
Policies: Labor
Relations/Human Resources: Oppose efforts reducing local control over public employee disputes
and imposing regulations on an outside agency.
ACC-OC - NYCLOCC - Oppose
CASA - Oppose
CSDA - OpposeACWA - Not Favor
AB 2561 McKinnor [D]The Meyers-Milias-Brown Act (act) authorizes local public employees, as defined, to form, join, and participate in the activities of employee
organizations of their own choosing for the purpose of representation on
matters of labor relations. The act requires the governing body of a public agency to meet and confer in good faith regarding wages, hours, and other
terms and conditions of employment with representatives of recognized
employee organizations and to consider fully presentations that are made by the employee organization on behalf of its members before arriving at a determination of policy or course of action. This bill would, as specified,
require a public agency to present the status of vacancies and recruitment and
retention efforts at a public hearing at least once per fiscal year, and would entitle the recognized employee organization to present at the hearing. If the number of job vacancies within a single bargaining unit meets or exceeds 20
percentage of the total number of authorized full-time positions, the bill would require the public agency, upon request of the recognized employee organization, to include specified information during the public hearing.
Currently on the Governor's Desk Watch Legislative and Regulatory
Policies: Labor
Relations/Human
Resources: Oppose efforts reducing local control over
public employee disputes
and imposing regulations on an outside agency.
ACC-OC - NYCLOCC - Oppose
CASA - Oppose
CSDA - OpposeACWA - Not Favor
AB 2626 Dixon [R]This bill would extend the compliance dates for local government set forth in
the Advanced Clean Fleets Regulation by 10 years. The bill would prohibit the
state board from taking enforcement action against a local government for violating the Advanced Clean Fleets Regulation if the alleged violation occurs before January 1, 2025.
Dead Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state regulations that adversely impact special district
financing, operations, and administration.
ACC-OC - NYC
LOCC - NYC
CASA - NYCCSDA - SupportACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 2761 Hart [D]This bill would enact the Reducing Toxics in Packaging Act, which would prohibit, beginning January 1, 2026, a person from manufacturing, selling,
offering for sale, or distributing in the state plastic packaging that contains
certain chemicals, as specified. The bill would exclude from that prohibition packaging used for certain medical, drug, and federally regulated products. The bill would authorize the imposition of a civil penalty for a violation of that
prohibition, as specified.
Dead Watch State Priorities: Support
legislation or regulations that restrict the use of microplastics and chemicals
of emerging concern in any
product that is disposed of through the sewer system.
ACC-OC - NYCLOCC - Watch
CASA - Watch
CSDA - WatchACWA - NYC
AB 2894 Gallagher [D]Spot Bill related to Indoor Residential Water Use Dead Watch Legislative and Regulatory
Policies: Special Districts - Oppose further state regulations that adversely
impact special district
financing, operations, and administration.
ACC-OC - NYC
LOCC - NYC
CASA - NYCCSDA - WatchACWA - NYC
AB 3073 Haney [D]Would require the State Department of Public Health, in consultation with
participating wastewater treatment facilities, local public health agencies, and other subject matter experts, to create a pilot program to test for high-risk substances and related treatment medications in wastewater. Under the bill,
the goal of the program would be to determine how wastewater data can be
used by state and local public health programs to address substance abuse in California. The bill would require the department to develop a list of target substances to be analyzed during the program that may include cocaine,
fentanyl, methamphetamine, xylazine, methadone, buprenorphine, and naloxone. The bill would require the department, on or before July 1, 2025, to solicit voluntary participation from local public health agencies and wastewater
treatment facilities, as specified. The bill would require the department to work
with the participating agencies and facilities to collect samples and to arrange for those samples to be tested by qualified laboratories. The bill would require the department, in consultation with public health agencies and subject matter
experts, to analyze test results to determine possible public health
interventions.
Dead Watch Legislative and Regulatory
Policies: Special Districts - Oppose further state regulations that adversely
impact special district
financing, operations, and administration.
ACC-OC - NYC
LOCC - NYCCASA - Support, if amended
CSDA - Oppose
Unless AmendedACWA - Watch
ACA 2 Alanis [R]Would establish the Water and Wildfire Resiliency Fund within the State
Treasury, and would require the Treasurer to annually transfer an amount equal to 3percentage of all state revenues that may be appropriated as described from the General Fund to the Water and Wildfire Resiliency Fund.
The measure would require the moneys in the fund to be appropriated by the
Legislature and would require that 50 percentage of the moneys in the fund be used for water projects, as specified, and that the other 50percentage of the moneys in the fund be used for forest maintenance and health projects, as
specified.
Dead Watch Guiding Priorities: Obtain financial assistance for OC
San projects through grants,
loans, and legislative directed funding.
ACC-OC - NYC
LOCC - NYCCASA - NYCCSDA - Watch
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 399 Wahab [D]The Alatorre-Zenovich-Dunlap-Berman Agricultural Labor Relations Act of 1975 provides that it is the policy of the state to encourage and protect the
right of agricultural employees to full freedom of association, self-organization,
and designation of representatives of their own choosing to negotiate the terms and conditions of their employment, and to be free from the interference, restraint, or coercion of employers of labor, or their agents, in the designation
of such representatives, self-organization, or other concerted activities for the
purpose of collective bargaining or other mutual aid or protection. Other existing law relating to employment prohibits employers from making, adopting, or enforcing rules, regulations, or policies that forbid or prevent
employees from engaging or participating in politics or from becoming candidates for public office, and from controlling or directing, or tending to control or direct, the political activities or affiliations of employees. This bill,
except as specified, would prohibit an employer from subjecting, or threatening
to subject, an employee to discharge, discrimination, retaliation, or any other adverse action because the employee declines to attend an employer-sponsored meeting or affirmatively declines to participate in, receive, or listen
to any communications with the employer or its agents or representatives, the
purpose of which is to communicate the employer’s opinion about religious or political matters and would require an employee who refuses to attend a
meeting as described to continue to be paid, as specified. The bill would
impose a civil penalty of $500 on an employer who violates these provisions.
Currently on the Governor's Desk Watch Legislative and Regulatory
Policies: Labor
Relations/Human Resources: Oppose efforts reducing local control over public employee disputes
and imposing regulations on an outside agency.
ACC-OC - NYCLOCC - Oppose
CASA - Oppose
CSDA - OpposeACWA - Not Favor
SB 867 Allen [D]Would enact the Drought, Flood, and Water Resilience, Wildfire and Forest Resilience, Coastal Resilience, Extreme Heat Mitigation, Biodiversity and
Nature-Based Climate Solutions, Climate Smart Agriculture, Park Creation and
Outdoor Access, and Clean Energy Bond Act of 2024, which, if approved by the voters, would authorize the issuance of bonds in the amount of $15,500,000,000 pursuant to the State General Obligation Bond Law to
finance projects for drought, flood, and water resilience, wildfire and forest
resilience, coastal resilience, extreme heat mitigation, biodiversity and nature-based climate solutions, climate smart agriculture, park creation and outdoor access, and clean energy programs.
Passed. On the November 2024 Ballot Watch Guiding Priorities: Obtain
financial assistance for OC San projects through grants, loans, and legislative
directed funding.
ACC-OC - NYCLOCC - Support if
Amended
CASA - Support if AmendedCSDA - Support if
Amended
ACWA - Support if Amended
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 903 Skinner [D]This bill would, beginning January 1, 2030, prohibit a person from distributing, selling, or offering for sale a product that contains intentionally added PFAS,
as defined, unless the Department of Toxic Substances Control has made a
determination that the use of PFAS in the product is a currently unavoidable use, the prohibition is preempted by federal law, or the product is used. The bill would specify the criteria and procedures for determining whether the use
of PFAS in a product is a currently unavoidable use, for renewing that
determination, and for revoking that determination. The bill would require the department to maintain on its internet website a list of each determination of currently unavoidable use, when each determination expires, and the products
and uses that are exempt from the prohibition. The bill would impose a civil penalty for a violation of the prohibition, as specified.
Dead Support State Priorities: Monitor
state legislation as well as State Water Resources Control Board (SWRCB)
regulatory activity related to
PFAS.
ACC-OC - NYCLOCC - Support
CASA - Sponsor
CSDA - WatchACWA - Favor
SB 937 Wiener [D]The Mitigation Fee Act regulates fees for development projects, fees for
specific purposes, including water and sewer connection fees, and fees for solar energy systems, among others. The act, among other things, requires local agencies to comply with various conditions when imposing fees,
extractions, or charges as a condition of approval of a proposed development
or development project. The act prohibits a local agency that imposes fees or charges on a residential development for the construction of public improvements or facilities from requiring the payment of those fees or charges
until the date of the final inspection or the date the certificate of occupancy is
issued, whichever occurs first, except for utility service fees, which the local agency is authorized to collect at the time an application for utility service is
received. The act exempts specified units in a residential development
proposed by a nonprofit housing developer if the housing development meets certain conditions. This bill would limit the utility service fees exception described above to utility service fees related to connections, and cap those
fees at the costs incurred by the utility provider resulting from the connection
activities.
Currently on the
Governor's Desk
Veto
requested Legislative and Regulatory
Policies: Special Districts - Oppose further state regulations that adversely
impact special district
financing, operations, and administration.
ACC-OC - NYC
LOCC - Oppose Unless AmendedCASA - Oppose
Unless Amended
CSDA - Oppose Unless AmendedACWA - Watch
SB 972 Min [D]Current law requires the State Air Resources Board to approve and begin
implementing a comprehensive strategy to reduce emissions of short-lived climate pollutants in the state and to achieve a reduction in specified emissions, including methane, as provided. Current law requires the methane
reduction goals to include a 75 percentage reduction target from the 2014
level by 2025. Existing law requires the Department of Resources Recycling and Recovery, in consultation with the state board, to adopt regulations, as provided, that achieve the targets for reducing organic waste in landfills. This
bill would require the department to provide procedures for local jurisdictions
to request technical assistance regarding organic waste and methane reduction requirements from the department, to post those procedures on its
internet website, and to provide that technical assistance, as specified.
Currently on the
Governor's Desk
Watch Legislative and Regulatory
Policies: Special Districts - Oppose further state regulations that adversely
impact special district
financing, operations, and administration.
ACC-OC - NYC
LOCC - SponsorCASA - SupportCSDA - Watch
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 1034 Seyarto [R]This bill would revise the unusual circumstances under which the time limit may be extended to include the need to search for, collect, appropriately
examine, and copy records during a state of emergency proclaimed by the
Governor when the state of emergency has affected the agency’s ability to timely respond to requests due to decreased staffing or closure of the
agency’s facilities.
Signed into law Support Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely impact special district financing, operations, and
administration.
ACC-OC - NYCLOCC - Support
CASA - Watch
CSDA - SupportACWA - Favor
SB 1072 Padilla [D]The California Constitution sets forth various requirements for the imposition of local taxes. The California Constitution excludes from classification as a tax
assessments and property-related fees imposed in accordance with provisions
of the California Constitution that establish requirements for those assessments and property-related fees. Under these requirements, an assessment is prohibited from being imposed on any parcel if it exceeds the
reasonable cost of the proportional special benefit conferred on that parcel,
and a fee or charge imposed on any parcel or person as an incident of property ownership is prohibited from exceeding the proportional cost of the
service attributable to the parcel. Current law, known as the Proposition 218
Omnibus Implementation Act, prescribes specific procedures and parameters for local compliance with the requirements of the California Constitution for assessments and property-related fees. This bill would require a local agency,
if a court determines that a fee or charge for a property-related service, as
specified, violates the above-described provisions of the California Constitution relating to fees and charges, to credit the amount of the fee or charge attributable to the violation against the amount of the revenues
required to provide the property-related service, unless a refund is explicitly provided for by statute.
Currently on the Governor's Desk Support Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely impact special district financing, operations, and
administration.
ACC-OC - NYCLOCC - Watch
CASA - Support
CSDA - SupportACWA - Favor
SB 1147 Portantino [D]The Sherman Food, Drug, and Cosmetic Law regulates, among other things,
the manufacture, production, processing, and packing of any food, drug, device, or cosmetic, and is administered by the State Department of Public Health. The law prescribes various quality and labeling standards for bottled
water and vended water, and limits the levels of certain contaminants that may
be contained in those water products. Current law makes a violation of the law or regulation adopted pursuant to the law a crime. Current law requires, as a condition of licensure, a water-bottling plant, as defined, to annually prepare a
water-bottling plant report, as specified, and to make the report available to each customer, upon request. This bill would require, upon adoption by the State Water Resources Control Board of a primary drinking water standard for
microplastics, any water-bottling plant that produces bottled water that is sold
in this state to provide the State Department of Public Health’s Food and Drug Branch an annual report on the levels of microplastics found in the source water used for bottling and in the final bottled water product that is offered for
sale, as provided. The bill would require this report to be included with the
annual water-bottling plant report and, upon request, be made available to each consumer.
Currently on the
Governor's Desk
Watch Legislative and Regulatory
Policies: Source Control - Support legislation and/or regulations that restrict the
use of microplastics and
chemicals of emerging concern in any product that is disposed of through the
sanitary sewer system.
ACC-OC - NYC
LOCC - NYCCASA - Oppose Unless Amended
CSDA - Oppose
Unless AmendedACWA - Watch
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 1210 Skinner [D]Current law vests the Public Utilities Commission with regulatory authority over public utilities, including electrical corporations, gas corporations, sewer
system corporations, and water corporations, while local publicly owned
utilities, including municipal utility districts, public utility districts, and irrigation districts, are under the direction of their governing boards. This bill would, for new housing construction, require the above-described utilities, on or before
January 1, 2026, to publicly post on their internet websites (1) the schedule of
estimated fees for typical service connections for each housing development type, including, but not limited to, accessory dwelling unit, mixed-use, multifamily, and single-family developments, except as specified, and (2) the
estimated timeframes for completing typical service connections needed for each housing development type, as specified. The bill would exempt from its provisions a utility with fewer than 4,000 service connections that does not
establish or maintain an internet website due to a hardship and would
authorize the utility to establish that a hardship exists by annually adopting a resolution that includes detailed findings, as provided.
Currently on the Governor's Desk Oppose Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely impact special district financing, operations, and
administration.
ACC-OC - NYCLOCC - Watch
CASA - Neutral, as
AmendedCSDA - WatchACWA - Watch
SB 1266 Limon [D]Current law prohibits the manufacture, sale, or distribution in commerce of any bottle or cup that contains bisphenol A, as specified, if the bottle or cup is designed or intended to be filled with any liquid, food, or beverage intended
primarily for consumption by children 3 years of age or younger. The
prohibition above does not apply to a product subject to a regulatory response by the Department of Toxic Substances Control as of the date that the
department posts a prescribed notice regarding the department’s adoption of
the regulatory response. Current law additionally requires manufacturers to
use the least toxic alternative when replacing bisphenol A in containers and prohibits manufacturers from replacing bisphenol A with chemicals known to
cause cancer or reproductive harm, as specified. This bill would, on and after
January 1, 2026, instead apply the above prohibitions and requirements to any
juvenile’s feeding product or juvenile’s sucking or teething product, as defined, that contains any form of bisphenol, as defined, at a detectable level above the
practical quantitation limit, as determined by the department. The bill would
authorize the department to establish standards for the juvenile’s products above that are more protective of public health, sensitive populations, or the environment than the standards established by the bill, and would authorize
the department or the Attorney General to enforce the prohibitions and requirements, as specified. The bill would additionally prohibit manufacturers from replacing any form of bisphenol with any chemical identified by the
department as a Candidate Chemical, as specified.
Currently on the Governor's Desk Watch State Priorities: Monitor
state legislation as well as
State Water Resources Control Board (SWRCB) regulatory activity related to
PFAS.
ACC-OC - NYCLOCC - WatchCASA - Watch
CSDA - NYC
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 1393 Niello [R]This bill would require the state board to establish the Advanced Clean Fleets Regulation Appeals Advisory Committee by an unspecified date for purposes
of reviewing appeals of denied requests for exemptions from the requirements
of the Advanced Clean Fleets Regulation. The bill would require the committee to include representatives of specified state agencies, other state and local government representatives, and representatives of private fleet owners, the
electric vehicle manufacturing industry, and electrical corporations, as
provided. The bill would require the committee to meet monthly and would require recordings of its meetings to be made publicly available on the state
board’s internet website. The bill would require the committee to consider, and
make a recommendation on, an appeal of an exemption request denial no later than 60 days after the appeal is made.
Dead Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely impact special district financing, operations, and
administration.
ACC-OC - NYCLOCC - Support
CASA - Watch
CSDA - SupportACWA - Favor
SB 1420 Caballero [D]The California Environmental Quality Act (CEQA) requires preparation of
specified documentation before a public agency approves or carries out certain projects. Current law authorizes the Governor to certify energy infrastructure projects meeting specified requirements for streamlining benefits
related to CEQA. Current law defines “energy infrastructure project” for these
purposes to include eligible renewable energy resources under the California Renewables Portfolio Standard Program, excluding resources that use
biomass fuels. Current law expressly excludes from that definition of “energy
infrastructure project” any project using hydrogen as a fuel. This bill would
instead exclude from the definition of “energy infrastructure project” for purposes of the CEQA streamlining benefits eligible renewable energy
resources under the California Renewables Portfolio Standard Program that
combust, rather than use, biomass fuels. The bill would include hydrogen production facilities and associated onsite storage and processing facilities that do not derive hydrogen from a fossil fuel feedstock and that receive
funding from specified state and federal programs within the definition of
“energy infrastructure project.
Currently on the
Governor's Desk
Watch Legislative and Regulatory
Policies: Public Works: Support a comprehensive
response to the state’s
electricity and natural gas
shortages that provide a stable energy supply, respects the ability of
municipalities to provide power, recognizes that infrastructure exists that
could be employed
temporarily during periods with minimal air quality impact and protects
ratepayers against dramatic
rate increases and statewide power outages.
ACC-OC - NYC
LOCC - Oppose Unless AmendedCASA - Support
CSDA - NYC
ACWA - NYC
Legend:ACC-OC - Association of California Cities, Orange County
LOCC - League of California CitiesNYC - Not Yet ConsideredCASA - California Association of Sanitation Agencies
ACWA - Association of California Water Agencies
CSDA - California Special Districts Association
Whittingham PAA, LLC 31441 Santa Margarita Parkway, Suite A181 ▪ Rancho Santa Margarita, CA 92688 (949) 280-9181 ▪ peter@whittinghampaa.com
TO: Orange County Sanitation District
FROM: Whittingham Public Affairs Advisors
DATE: August 30, 2024 SUBJECT: Local Legislative Report
The month of August was marked by the close of the filing period for candidates running for election in November at all levels of government. Following is a few of the more notable developments and issues of the month:
• A number of elected officials representing OC San member agencies are either
termed out or have chosen not to seek reelection in November. The list includes
Supervisor Andrew Do (OC Board of Supervisors); Directors Brett Eckles (CMSD) and Karen McLaughlin (IRWD); Councilmembers Jose Diaz and Steve Faessel (Anaheim); Councilmember Art Brown (Buena Park); Councilmember Bruce Whitaker (Fullerton); Mayor Steve Jones and Councilmembers Kim Nguyen,
Stephanie Klopfenstein and John O’Neill, with the latter two running for Mayor
(Garden Grove); Mayor Farrah Khan and Councilmember Tammy Kim, the latter of whom is running for Mayor (Irvine); Councilmember Marshall Goodman (La Palma); Mayor Will O’Neill and Councilman Brad Avery (Newport Beach), Councilmember Rhonda Shader (Placentia); Mayor Thomas Moore and
Councilmember Shelly Sustarsic (Seal Beach); Mayor pro Tem Carol Warren
(Stanton); Councilmembers Letitia Clark and Becky Gomez (Tustin); and Councilmember Kimberly Ho (Westminster).
• County of Orange Chief Financial Officer Michelle Aguirre continues to serve as interim Chief Executive Officer for the County of Orange. The Board of Supervisors meets next on Tuesday, September 10.
• In addition to these various elected offices, a number of cities countywide, in the face of significant structural budget deficits, have placed local sales tax measures on the November ballot. The Orange City Council placed a one-half cent local sales
tax measure before voters in the city, and voters in Seal Beach and Buena Park will consider one cent sales tax measures in their cities. The San Clemente City Council also voted to place a one-half cent measure before its voters to address the costs of sand replenishment along the city’s coastline.
2
• The County of Orange finalized the Draft Preliminary Climate Action Plan (CAP),
which is slated to come before the Board of Supervisors in September. More
information about the CAP may be found here - Title (oclandfills.com). As part of our scope of work, Whittingham Public Affairs Advisors (WPAA) has monitored the various City Council agendas of each of the District’s members and highlighted issues and items of relevance to OC San. We also monitored activities at the
South Coast Air Quality Management District, including the ongoing consideration of Proposed Rule 1405, which will impact wastewater treatment facilities. It is a pleasure to work with you and to represent the Orange County Sanitation District.
Sincerely,
Peter Whittingham
Whittingham PAA, LLC
31441 Santa Margarita Parkway, Suite A181 ▪ Rancho Santa Margarita, CA 92688
(949) 280-9181 ▪ peter@whittinghampaa.com
TO: Orange County Sanitation District
FROM: Whittingham Public Affairs Advisors
DATE: September 30, 2024
SUBJECT: Local Legislative Report
The month of September was marked by a week-long heat wave and wildfires that burned
tens of thousands of acres and stretched resources at dozens of agencies. Following is a
few of the more notable developments and issues of the month:
• The Orange County Board of Supervisors received a presentation of its Preliminary
Climate Action Plan, which provides a base document for the continuation of
development of the final Climate Action Plan and a status update on progress made
during the last six months. The report includes input received during seven forums
held throughout the County, from the formal public review and comment period,
from stakeholders and from internal departments. Measures contained within the
document will be further evaluated to determine specific emission reductions and
cost-effectiveness and the document will also go through a full evaluation under
the California Environmental Quality Act (CEQA) with the goal of reducing the
cost and time associated with the process on a project-by-project basis.
• National Public Radio (NPR) profiled the Yorba Linda Water District and its PFAS
treatment plant, noting it is the largest of its kind in the United States, surpassing
the City of Anaheim’s facility for that distinction. The NPR report quoted Board
members and Todd Colvin, chief water system operator for the district, and
highlighted that every gallon of water pumped from the district’s wells now passes
through a few of the 22 polymer bead-filled tanks at the site for treatment before
going to the homes and businesses of the 80,000 residents YLWD serves.
• Several cities are considering membership in the Orange County Power Authority
(OCPA), the community choice energy joint powers authority which has served the
cities of Buena Park, Fullerton, and Irvine for the past two years. The Costa Mesa
City Council voted this summer to release its energy usage data to the JPA, which
saw original members Huntington Beach and the County of Orange withdraw last
year, and the Fountain Valley City Council directed its staff in early September to
prepare the necessary documentation and resolution to have OCPA provide services
to its residents and businesses. OCPA was recently recognized for having the
second highest “green power” sales in the country.
2
• The Orange County Board of Supervisors voted unanimously to censure First
District Supervisor Andrew Do. The Board’s action comes amidst federal
investigation into the County’s allocation of several million dollars to a non-profit
organization that has failed to provide an accounting of expenditure of the funds
and at which the Supervisor’s daughter was employed.
• In the ongoing response to public outcry over alleged corruption within local
government, the City of Anaheim introduced its first Ethics Officer, who will
oversee issues related to potential conflicts of interest, and the Irvine City Council
voted to substantially tighten its lobbyist registration program, revising the
definition of and threshold for lobbyists working in the city.
As part of our scope of work, Whittingham Public Affairs Advisors (WPAA) has
monitored the various City Council agendas of each of the agency members and
highlighted issues and items of relevance to OC San. We also monitored activities at the
South Coast Air Quality Management District, including the ongoing consideration of
Proposed Rule 1133.3, which will seek to reduce VOC and ammonia emissions from green
waste and organics composting.
It is a pleasure to work with you and to represent the Orange County Sanitation District.
Sincerely,
Peter Whittingham
Contact: Jessica Gauger jgauger@casaweb.org (916) 335-8001
Danielle Blacet dblacet@cmua.org (916) 847-8444
Floor Alert: OPPOSE: SB 937 (Wiener): Development projects: fees and
charges.
Public water and wastewater agencies are opposed to newly amended SB 937 (Wiener),
which could create a new and conflicting legal standard for water and sewer connection
and capacity fees and place the burden of cost for serving new development on existing
ratepayers.
• Substantive amendments taken on August 22nd are inconsistent with amendments
negotiated with water and wastewater agencies in the spring while the bill was in
the Senate.
• The newly amended bill would create a new and conflicting legal standard for the
collection of water and sewer connection and capacity fees and place this new
standard in a different, inappropriate section of the Government Code.
• The new amendments could be interpreted to only allow fees to be collected in
advance for connecting residences to water distribution or sewer collection systems
with no certainty that water and wastewater agencies could recover other costs
associated with serving the new development including recovering proportional
costs for other necessary existing and new infrastructure.
• As amended SB 937 could result in public water and wastewater agencies having to
pass the costs of new development onto existing ratepayers of the system which
violates constitutional provisions, creating significant legal liabilities and potentially
leading to rate increases to cover costs that would disproportionately impact low-
income customers.
• SB 937 erodes longstanding legal precedent that holds connection and capacity
fees are fees for service, distinct from other types of development impact fees and
if enacted would create significant uncertainty and liabilities for public water and
wastewater agencies.
For these reasons California water and wastewater agencies urge a
“NO” vote on SB 937.
F
2025 Legislative and Regulatory Plan
2
Table of Contents
Legislative & Regulatory Affairs Team ................................................................................................................................... 3
Introduction ........................................................................................................................................................................... 4
Procedures for Establishing an OC San Position .................................................................................................................... 4
Guiding Priorities .................................................................................................................................................................... 5
Federal Priorities .................................................................................................................................................................... 5
State Priorities ........................................................................................................................................................................ 7
Appendix ................................................................................................................................................................................ 9
Federal Tactics.................................................................................................................................................................. 10
State Tactics ..................................................................................................................................................................... 12
Legislative and Regulatory Policies .................................................................................................................................. 15
Legislative and Regulatory Process Flow Chart ................................................................................................................ 25
3
Legislative & Regulatory Affairs Team
OC San Legislative Advocacy Team
Rebecca Long
Senior Public Affairs Specialist
(714) 593-7444 rlong@ocsan.gov
Kelly Newell
Public Affairs Specialist
(714) 593-7102 knewell@ocsan.gov
Jennifer Cabral
Director of Communications
(714) 593-7581 jcabral@ocsan.gov
Daisy Covarrubias
Public Affairs Supervisor
(714) 593-7119 dcovarrubias@ocsan.gov
Rob Thompson
General Manager
(714) 593-7110 rthompson@ocsan.gov
Federal Advocacy Team
Eric Sapirstein
ENS Resources
(202) 466-3755 esap@ensresources.com
Sarah Sapirstein
ENS Resources
(202) 466-3755 ssap@ensresources.com
David French
ENS Resources
(202) 466-3755 dfrench@ensresources.com
State Advocacy Team
Cori Takkinen
Townsend Public Affairs
(949) 399-9050 ctakkinen@TownsendPA.com
Eric O’Donnell
Townsend Public Affairs
(949) 399-9050 eodonnell@TownsendPA.com
OC San Regulatory Advocacy Team
Lan Wiborg, Director of Environmental
Services
(714) 593-7450 lwiborg@ocsan.gov
Mark Kawamoto, Environmental Protection
Manager
(714) 593-7424 kawamoto@ocsan.gov
Tom Meregillano, Environmental Protection
Manager
(714) 593-7457
tmeregillano@ocsan.gov
Sam Choi, Environmental Protection Manager (714) 596-7497 schoi@ocsan.gov
Administration Committee
Ryan Gallagher Board Chairman City of Tustin
Jon Dumitru Board Vice-Chairman City of Orange
Christine Marick Chair City of Brea
Glenn Grandis Vice-Chair City of Fountain Valley
Chad Wanke Member-At-Large City of Placentia
Brad Avery Member-At-Large City of Newport Beach
John Withers Member-At-Large Irvine Ranch Water District
4
Rose Espinoza Member-At-Large City of La Habra
Farrah Khan Member-At-Large City of Irvine
Jordan Nefulda Member-At-Large City of Los Alamitos
Andrew Nguyen Member-At-Large Midway City Sanitary District
Robbie Pitts Member-At-Large City of Villa Park
David Shawver Member-At-Large City of Stanton
Introduction
The Orange County Sanitation District (OC San) recognizes the need for an active local, state, and federal
legislative and regulatory advocacy program at the local, state, and federal levels. This program ensures that the
interests of the ratepayers and the Board of Directors (Board) are effectively represented and supported. The
legislative and regulatory team actively engages, pursues, and monitors activities in California and Washington,
D.C. and takes appropriate action to align these with OC San’s goals.
Annually, the Board adopts a Legislative and Regulatory Plan that is a summary of OC San’s goals, key issues, and
policy positions. The legislative and regulatory policies in this document were developed to take into
consideration OC San’s priorities, specifically for the wastewater industry and policy needs. These Board-approved
policies serve as OC San’s official positions of support or opposition on issues of importance to the agency. The
Legislative and Regulatory Plan is a dynamic document, adopted and modified annually to ensure it meets the
everchanging local, state and federal policy changes.
Consistent with the Legislative and Regulatory Plan, the legislative and regulatory team may draft position letters,
advocate on behalf of OC San, and/or comment on proposed legislation and regulations.
Procedures for Establishing an OC San Position
1.The Legislative and Regulatory team will track bills and proposed regulations of greatest interest to OC San,
particularly those that align with the goals and objectives identified by the Board of Directors and
referenced in this plan. Staff will monitor bills and proposed regulations being watched by similar agencies
within our region (Los Angeles County Sanitation Districts, South Orange County Water Authority, Orange
County Water District, Irvine Ranch Water District, Municipal Water District of Orange County, etc.) as well
as state, federal, and national associations such as California Association of Sanitation Agencies
(CASA), Clean Water SoCal (CWSC), California Special Districts Association (CSDA), Association of California
Water Agencies (ACWA), Association of California Cities Orange County (ACC-OC), League of California
Cities (LOCC), and National Association of Clean Water Agencies (NACWA).
2.For those bills and proposed regulations that are being tracked and where there is clear policy direction
stated in the current Legislative and Regulatory Plan, the Public Affairs and Regulatory team may send
comment letters to legislators and regulators and give direction to the lobbyists to advocate that position.
3.As a first step, when the Regulatory Affairs team is considering issuing a comment letter on proposed
regulations, the team will first review the Board-approved criteria established in the current Legislative
and Regulatory Plan. If the proposed position meets the established criteria, the team will work with the
member associations to ensure a unified voice. When appropriate, the member association(s) will take the
lead and advocate on our behalf. Otherwise, a comment letter will be submitted from OC San directly.
This will be decided by both the Regulatory Affairs team with input from the Public Affairs Office.
Additionally, the Regulatory Affairs team will work directly with OC San’s Director of Communications and
management as appropriate when crafting an official comment letter.
5
4. When a legislative issue is not time-sensitive, the legislative letter will be hand-signed by the Board
Chairman or Vice-Chairman. If a legislative or regulatory matter is urgent, Legislative and Regulatory team
may use the electronic signature, so long as a clear policy direction exists, and approval is secured from
the General Manager, or Designee.
5. When a bill does not fall within the scope of the Legislative and Regulatory Plan or is a controversial issue,
staff will seek direction from the Steering Committee.
6. If a bill does not fall within the scope of the Legislative and Regulatory Plan, but the ACC-OC, CASA, CWSC,
CSDA, and/ or NACWA has adopted a unified position, staff may follow this position and inform the
Legislative and Public Affairs Committee of such action at the next regularly scheduled meeting.
Guiding Priorities
• Oppose redundant regulatory and legislative requirements that cause undue constraints on efficient
operations;
• Support legislative and regulatory streamlining that promotes affordability, public health, and environmental
protection;
• Maintain local control over governance of special districts and other local entities;
• Obtain financial assistance for OC San projects through grants, loans, and legislative-directed funding.
Federal Priorities
• Funding/Finance
o Advocate for national infrastructure program that includes wastewater infrastructure needs.
o Advocate for fully authorized federal water infrastructure funding of existing programs in addition
to national infrastructure initiatives including, but not limited to, Clean Water Act State Revolving
Fund (SRF), Water Infrastructure Finance and Innovation Act (WIFIA), Smart Water Infrastructure
Grants, and Water Recycling. Additionally, advocate for federal support assistance for workforce
training.
o Secure competitive and direct federal grant assistance in support of resilient infrastructure,
renewable energy, biosolids management, and water and organic management recycling projects
assistance.
o Monitor and obtain federal grants for funding of traditional wastewater treatment needs,
alternative renewable energy, bioenergy, water recycling, biosolids beneficial use, and
environmental protection.
o Support development of infrastructure policies and legislation that will close funding gaps and
encourage direct grant assistance in support of projects and programs addressing resiliency needs
that protect OC San infrastructure investments from natural disasters.
o Work in support of CERCLA PFAS liability exemption for water sector. Support legislation, policies,
and regulations that offer to provide below-market bonding rate assistance to construct treatment
facilities including credit assistance including Municipal Facility Assistance, and infrastructure
banks. Focus should include modernizing wastewater treatment facilities. This should include
energy and water use efficiency as well as sustainable energy recovery technologies.
o Secure federal support of OC San’s capital project needs to aid in the budget decision making
process for the coming fiscal year.
o Promote restoration of federal deductibility of state and local tax payments and oppose elimination
6
or restriction on the use or availability of tax-exempt financing for public infrastructure.
o Support legislation to revise the SRF allocation formula to allow for appropriate and fair share of
funding to California that is consistent with the EPA’s Review of the Allotment of the Clean Water
State Revolving Fund (CWSRF) study (20 percent increase in share).
o Support removal of private activity Bond State Volume Cap as part of the national infrastructure
initiative on water and wastewater facilities to allow for innovative financing approaches.
• Innovative Technology
o Work with Congress and the EPA to enhance the WaterSense Program to increase the use of
energy and water use efficiency technologies at OC San while protecting against potential
increasing treatment costs related to the program’s rulemaking.
o Work with Congress to authorize and fund direct assistance to support innovative technology
adoption.
• Contaminants of Emerging Concern
o Support the reduction/elimination of Contaminants of Emerging Concern (CEC) such as Per- and
polyfluoroalkyl substances (PFAS), microplastics, pharmaceuticals and personal care products
(PPCPs), pesticides and endocrine disrupting chemicals (EDCs)) within consumer and commercial
products.
o Recognition of a PFAS/CEC baseload that originates from non-industrial sources that are immune
from local, state, and federal source control/ pretreatment regulations.
o Work with Congress to advance federal assistance to support the treatment of forever chemicals
and to protect public agencies from liability for per- and polyfluoroalkyl substances (PFAS) presence
in biosolids, wastewater, and air.
o Manufacturers of PFAS chemicals to provide a funding stream for federal grants and low-interest
loans to agencies that are impacted.
o Support regulations or legislation that limit or ban the creation, formulation, and general use of
PFAS constituents.
o Oppose regulations or legislation that would place responsibility for addressing PFAS as a class of
constituents on water sector.
o Secure liability exemption for wastewater agencies from liability under CERCLA as a result of
hazardous substance designation.
o Preserve land application of biosolids based upon science justified standards under Section 503.
CECs.
o Work with the EPA on emerging regulatory issues of concern including integrated planning, method
development, monitoring effluent limitations and guidelines, and Contaminants of Emerging
Concern including, but not limited to, PFAS, microplastics, and methylene chloride.
o Support legislation that will eliminate non-essential PFAS uses to reduce and mitigate PFAS in
everyday consumer goods.
• NPDES/Permitting
o Advocate to authorize EPA to provide NPDES permits terms for a period of up to 10 years and to retain
a five-year administrative extension authority.
o Support streamlining of the Clean Water Act permitting processes.
• Environment/Climate Resiliency
o Work with OC San’s congressional delegation and administration officials to advance funding of
resiliency needs, including impacts associated with sea level rise, climate change, and natural
disasters, such as wildfires, which could affect our utility grid and cause power outages.
7
o Also, seismic events, drought, and general resiliency planning that would support OC San’s water
recycling, conservation, and other resiliency projects.
• Source Control
o Support implementation of policies to label wipes as non-flushable/non-dispersible.
o Advocate for federal policies that minimize regulatory burdens imposed upon communities and
public agencies that seek to adopt programs for the giveback of pharmaceuticals that will result in
the reduction of disposal of pharmaceuticals through wastewater treatment facilities. Additionally,
OC San will advocate for federal funding of programs currently authorized that support the
development of pharmaceutical management programs including education.
o Monitor legislation and regulations that limit PFAS in industrial wastewater.
State Priorities
• Funding/Finance
o Secure funding through grants and legislation for infrastructure, collection improvements, and
alternative renewable energy at the Fountain Valley, Plant No. 1 and Huntington Beach, Plant No. 2.
o Promote a regional distribution/statewide equity approach to the disbursement of SRF monies.
o Oppose legislation or any regulations that would mandate volumetric pricing of wastewater.
o Actively protect the allocation of local property taxes to special districts in the state budget
process.
o Monitor legislation that affects capacity and connection fees for accessory dwelling units or single-
family residences.
o Support legislation that would encourage or develop bulk energy storage facilities as well as
legislation that would provide funding for long-term energy storage.
o Obtain funding for projects that meet the State’s goals of expanded water supply, energy
reduction, and renewable energy implementation.
o Where appropriate, obtain State funding for critical aging infrastructure, through funding sources
made available through any agency including, but not limited to, the State Water Resources Control
Board (SWRCB), California Air Resources Board (CARB), and the Department of Water Resources
(DWR).
o Support funding through grants and legislation for a Food Waste/Organic Co-Digestion facility.
o Monitor pension reform legislation for clean-up bills and relevant proposed regulations.
o Support legislation that would supersede the Kaanana decision by limiting prevailing wage
requirements for utilities to construction contracts.
o Support targeted funding through grants and legislation for zero and near zero emission vehicles and
the supporting infrastructure required for zero emission vehicles.
o Monitor and support funding for PFAS prevention, cleanup, collection, and disposal programs.
• Contaminants of Emerging Concern
o Support regulations and legislations that abide by the ‘producer pays’ principle when allocating
clean up responsibility and enable cost recovery.
o Oppose regulations or legislation that puts responsibility of addressing PFAS as a class of
constituents on public treatment plants.
o Monitor state legislation as well as the SWRCB and CARB on regulatory activity related to PFAS.
o Work with legislators to address concerns stemming from Mobile Persistent Bioaccumulative Toxic
substances (MPBTs) such as PFAS.
o Support legislation that will eliminate non-essential PFAS uses to reduce and mitigate PFAS in
everyday consumer goods.
• Environment/Climate Resiliency
o Support and participate in Integrated Regional Water Management planning efforts in the Santa
8
Ana River watershed.
o Oppose restrictive and redundant regulatory requirements for biosolids.
o Support the creation of a Statewide Organics Management Plan that includes the beneficial reuse
of biosolids, education, market expansion activities, and mandates to buy-back compost and other
organics diverted from landfills.
o Support efforts to reform the California Environmental Quality Act (CEQA) to streamline current
procedures and regulations for projects to refurbish or replace existing infrastructure facilities.
o Actively monitor the Little Hoover Commission hearings and reports related to climate change
adaptation, special districts, and other topics as it relates to OC San.
• Water Reuse
o Oppose legislation that would directly or indirectly impair GWRS’s ability to effectively recycle all
reclaimable flows.
o Support the inclusion of recycled water credits during the continued development and
implementation of long-term water conservation legislation and regulations.
o Monitor legislation and regulations on direct potable water reuse such as GWRS and/or other
potential DPR-related issues (e.g., Direct Potable Reuse Regulations (SBDDW-23-001)).
• Source Control
o Support legislation and/or regulations that restrict the non-essential use of microplastics and
contaminants of emerging concern in any product that is disposed or has the potential to be
introduced into the sanitary sewer system.
o Support the reduction/elimination of Contaminants of Emerging Concern (CEC) such as
Per- and polyfluoroalkyl substances (PFAS), microplastics, pharmaceuticals and personal care
products (PPCPs), pesticides and endocrine disrupting chemicals (EDCs)) within consumer and
commercial products.
o Support legislation or regulations that discourage the flushing of wipes through the sewer system,
unless they meet certain performance standards.
o Monitor legislation and regulations that limit PFAS in industrial wastewater.
• Local Government
o Support the State’s efforts to increase the effectiveness and efficiencies of Local Agency Formation
Commissions.
o Oppose state mandates, regulations, or legislation that set, alter, or otherwise modify the
governance structure of special districts, joint powers authorities, or other local government
entities.
9
Appendix
A. Federal Tactics
B. State Tactics
C. Legislative and Regulatory Policies
D. State, Federal and Regulatory Processes
Appendices
10
Federal Tactics
Initiative Action
1. Identify and advise on federal
funding opportunities for OC
San infrastructure projects
• Schedule meetings with federal agency stakeholders and senior
officials in Washington, D.C. and district offices to build support
for OC San priority projects.
• Work with congressional delegation to update priority needs.
• Develop white papers to justify requested assistance through direct
grants.
2. Seek funding assistance to
advance recovery of energy and
other resources from biosolids
and other organics such as food
waste
• Meet with federal agency officials to review OC San’s needs and
to discuss funding opportunities and options related to the energy
water nexus.
• Work with EPA and other agencies to advance energy and
water efficient technologies related to smart water
technologies and WaterSense grant program.
3. Seek Infrastructure assistance
A. Robust funding of SRF
and revise SRF Allocation
Formula
B. Innovative Financing
C. Regulatory Streamlining
• Meet with congressional delegation and key
congressional committees.
• Develop priorities and disseminate to OC San’s
congressional delegation.
• Advocate before congressional infrastructure committees and
applicable Executive Branch officials to secure adoption of
alternative water infrastructure financing including credit, loans,
public-private partnerships and grants in addition to direct
grants assistance.
• Work to ensure expedited National Environmental Policy Act and
related reviews and approvals.
• Work with Congress and U.S. Bureau of Reclamation on proposals
to provide enhanced alternative water infrastructure financing
tools and seek opportunities to testify before Congress.
4. Support tax reform that protects
public agencies • Work with NACWA and CASA in support of unrestricted use of
tax-exempt financing and feasible innovative financing
approaches such as infrastructure banks to supplement
traditional funding approaches.
• Work with state and local government stakeholders to restore
state and local tax deductibility and advocate before
congressional delegation.
• Present or submit testimony. • Transmit communications on tax-exempt financing.
Appendix A
11
5. Support resiliency
legislation, regulations,
and policies that
support protection of
OC San’s investments
and promote water and
biosolids recycling
assistance
• Work with delegation and regulators to ensure incorporation of
new programs for water and biosolids recycling assistance.
• Work with NACWA, CASA, and ACWA to support resiliency
water and biosolids recycling legislation and regulations.
• Work with congressional infrastructure committees to secure
assistance for resiliency projects.
6. Work with federal agencies
on permitting issues
• Work with U.S. Fish and Wildlife Service on environmental site
assessment issues such as incidental take permits under
Endangered Species Act (ESA)
• Advocate current Administration and Congress to advance
commonsense permitting processes and programmatic permits
issued by the EPA and the U.S. Army Corps of Engineers to
reduce ratepayer costs.
• Advocate to authorize EPA to provide NPDES permits terms for
a period of up to 10 years and to retain a five-year
administrative extension authority.
• Continue to work with EPA advocating opposition of restrictive
air quality requirements in Title V permits such as Affirmative
Defense Provisions.
12
State Tactics
Initiative Action
1. Develop a proactive legislative
and regulatory advocacy
agenda
• Identify legislation that has the potential to benefit or impact OC
San, as legislation is introduced and amended.
• Identify proposed state and local regulations that are
introduced that have the potential to benefit or impact OC
San.
• Recommend positions on identified legislation and proposed
regulation to align with OC San’s Legislative and Regulatory Plan.
• Create and continually update a legislative and regulatory matrix to
track identified pieces of priority legislation and proposed
regulations.
• Schedule advocacy days in Sacramento as needed with
legislators and committee staff and regulators.
• Continue an active comment letter writing campaign to support or
oppose priority legislation and proposed regulations.
• Schedule meetings with legislators, regulators, stakeholders, and
senior officials in Sacramento and district offices as needed to build
support for OC San priority projects.
• Participate in CASA’s legislative committees and Regulatory
Workgroup and CWSC’s air quality, water issues, collection systems,
biosolids, and wastewater pretreatment committees.
2. Compile a comprehensive list
of Capital Improvement
Projects to reference for
soliciting future funding
opportunities
• Meet with management to discuss future capital projects and
priorities.
• Match capital improvements with funding opportunities based on
project eligibility.
3. Monitor and advise on
possible funding
opportunities, including, but
not limited to, funding
through Statewide bonds
• Proactively engage in the drafting of grant funding guidelines and
provide input to drafting agency or committee to ensure eligibility
and competitiveness of OC San’s projects and priorities.
• Proactively engage on proposed legislation and regulations that
would have an impact on the implementation of funding
programs.
• Identify funding opportunities and provide recommendations for
eligible projects. Create an advocacy and outreach schedule on the
planning and execution of efforts to seek funds.
Appendix B
13
4. Monitor and advise on funding
available through Cap and
Trade
• Monitor the rollout of the Cap-and-Trade Expenditure Plan for
waste diversion projects. Continue to advocate for additional
funding in future Cap-and-Trade Expenditure Plans that OC San is
eligible for.
• Identify eligible and competitive projects and programs.
• Create a schedule on planning and execution of efforts to seek funds,
including outreach and advocacy strategy.
5. Monitor and advise on energy
or other resource recovery
related funding opportunities
• Track energy related grant opportunities.
• Identify potential projects for funding, including, but not limited to,
alternative renewable energy, biogas, biosolids to energy
conversion, organic waste (high strength food waste and fats, oils,
and grease) to energy conversion, and greenhouse gas reduction
projects.
• Ensure wastewater interests are protected as significant decisions
are made related to renewable energy production financing,
mandates, climate change goals, programs, and continued efforts
to extend the state’s emissions reduction target.
• Schedule meetings with local delegation as well as key members to
discuss project benefits and funding opportunity.
• Support initiatives that help OC San strive for energy
independence by minimizing energy utilization and maximizing
useful energy recovery from the sewage it receives.
• Support fair and reasonable regulations for the pipeline injection
of biomethane produced from anaerobic digestion
• Support renewable energy initiatives that are reasonable and fair.
6. Schedule and attend advocacy
and outreach meetings to
provide OC San project updates
• Educate current administration, key staff, and agencies as needed
on priority projects and advocate for funding allocations that align
with OC San’s priorities.
• Schedule stakeholder meetings to build support for projects
• Hold advocacy meetings in coordination with funding opportunities
and project timelines.
• Work with relevant budget committees, budget sub-committees,
policy committees and their staff to advocate for funding allocations
that align with OC San’s priorities.
• Provide full briefings and updates to Orange County’s legislative
delegation and relevant members as needed on OC San’s priority
projects.
7. Ensure that there is regulatory
support in place to allow for
non-reclaimable discharge such
as brine
• Outreach with the California Environmental Protection Agency,
Department of Toxic Substances, State Water Resources Control
Board, Regional Water Quality Control Board, the governor's office,
legislative leadership, and other appropriate stakeholders.
14
8. Ensure development and
implementation of a statewide
biosolids land application
management policy
• Work in conjunction with CASA, CWSC, etc. to reach to and
educate legislators and regulators to develop an advocacy strategy
for regulatory framework that will support statewide objectives to
manage biosolids land application.
9. Ensure development and
implementation of a strategy to
relieve OC San of cumbersome
and outdated bid advertising
costs
• Work with relevant legislators and committees to draft legislation
that will lessen the cost burden on OC San rate payers of
complying with outdated bid advertising requirements.
• Conduct outreach with various other sanitation districts/publicly
owned treatment works (POTW’s) across the State to form a coalition
to support any efforts.
10. Ensure development and
advocacy for legislation to
raise the contracting and bid
threshold for OC San
• Meet with local labor groups to initially present the issue.
• Brainstorm proposed solutions that will give OC San and other
sanitation district’s/POTW’s more flexibility to complete small
scale public works projects in house.
• Work in conjunction with CASA to outreach, educate, and develop
an advocacy strategy that will target all sanitation districts/
POTW’s affected by the current threshold limitations.
• Develop and advocate for legislation that will raise the threshold for
work that can be performed in-house as well as work that is
required to be bid.
15
Legislative and Regulatory Policies
a. Air Quality: OC San is committed to complying with federal, state, and local air quality laws, rules,
regulations, and policies.
a. Support air quality legislations, regulations, rules, and policies that minimize
permitting barriers and encourage the use of advanced air pollution control
technologies through greater permitting flexibility and financial incentives.
b. Support measures that maintain and enhance local decision-making authority, where
appropriate, in the development and implementation of air quality attainment
strategies.
c. Support legislation and regulations to ensure greater consistency between the
California and Federal Clean Air Acts.
d. Support strategies that clearly demonstrate and provide for the most cost-effective
means for meeting air quality goals.
e. Support regulatory and legislative changes that allow exemptions from CARB's
medium and heavy-duty clean air requirements for critical wastewater response
vehicles, such as Assembly Bill 1594.
f. With respect to CARB’s Advanced Clean Fleets Regulation and the restrictions
imposed on the vehicles subject to these purchase requirements, support legislation
that will include emergency response vehicles owned/operated by essential public
services in the definition of “Emergency Vehicles” in CVC section 165.
g. Oppose regulations that mandate specific fuel types or neglect the significant
benefits of renewable fuels.
h. Oppose air quality policies, rules, and regulations at Title V facilities that disregard
the role wastewater treatment as an essential public service.
i. Oppose redundant and unreasonable requirements, such as double reporting
requirements, with respect to emissions reporting associated with AB 617 (2017), the
Community Air Protection Program.
j. Oppose SCAQMD policies, rules, and/or regulations on Cumulative Impacts from Air
Toxics for CEQA Projects. Monitor SCAQMD for proposed changes to risk mitigation
procedures, public notification threshold requirements, R1401 limits, analysis to
criteria pollutants, and GHG impacts.
Appendix C
16
k. Oppose federal, CARB, and SCAQMD policies, rules, and/or regulations that promote
the use of technologies that are unvetted, have scalability issues, or can’t be
manufacturer guaranteed such as certified, backup emergency power equipment
with automatic shutoff inducement.
l. Adhere to OC San’s odor policy and level of service to assure OC San is a good
neighbor to the surrounding communities.
m. Monitor, participate, and engage in the development of any updates to the federal
National Emission Standards for Hazardous Air Pollutants (NESHAP) and New Source
Performance Standards (NSPS) applicable to POTW’s, process Boilers, and
Reciprocating Internal Combustion Engines (RICE) located at an area source.
n. Monitor SCAQMD’s Priority Reserve Bank for impacts transcending from the
sunsetting of the Regional Clean Air Incentives Market (RECLAIM) program. Oppose
any rules proposing to cease or limit future emission reduction credit deposits into
the Priority Reserve bank.
o. Monitor and oppose any legislation or SCAQMD regulations requiring fence-line
monitoring for pollutants of concern, including hydrogen sulfide, at POTW’s having a
design capacity ≤ 425 MGD.
p. Monitor legislative and regulatory developments in response to State’s goal of
achieving Carbon Neutrality including the Advanced Clean Fleets and the Zero-
Emission Forklift Fleets regulations pertaining to the electrification of engine-driven
equipment and fleets. Oppose measures that require special districts and local
governments to be early adopters of this unproven technology.
q. Monitor SCAQMD’s development of regulations and guidelines associated with AB
617 in the following areas: (1) implementation of best available retrofit control
technology (BARCT) requirements for existing stationary sources; (2) deployment of
air monitoring systems in selected communities; (3) implementation of emissions
reduction plans in selected communities.
r. Monitor SCAQMD’s development of rules and policies, such as Rule 317.1, that will
require major stationary sources such as OC San and other publicly owned
wastewater facilities to pay for the region’s inability to achieve attainment with the
federal 8-hour ozone standards pursuant to Section 185 of the CAA.
s. Monitor SCAQMD’s development of rules and policies associated with the
electrification of combustion-fired equipment such as for furnaces under Rule 1111
and smaller boilers/water heaters under Rule 1146.2.
t. Monitor SCAQMD’s development of rules and policies associated with the potential
elimination or imposed limitation on emergency standby internal combustion
engines under proposed Rule 1110.4.
17
u. Obtain grant funding through programs such as the Carl Moyer Memorial Air Quality
Standards Attainment Program (Carl Moyer Program) and the VW Mitigation Trust,
as deemed eligible, for zero-emitting vehicles and equipment and any necessary
infrastructure to support those emerging technologies.
v. Participate and engage in associations efforts to work with CARB and the local air
districts in the implementation of the updated AB 617 (2017), the Community Air
Protection Program, the Regulation for the Reporting of Criteria Air Pollutants &
Toxic Air Contaminants (CTR), AB 2588 Air Toxics “Hot Spots” Programs, and the
SCAQMD’s 2022 AQMP.
w. Participate and engage in SCAQMD’s implementation of the provisions adopted in
the 2022 AQMP. Oppose potential measures in future AQMP’s that place additional
burdens to resource recovery operations generating renewable energy.
x. Monitor and support any legislative development which would provide a relief on the
use of diesel emergency power generators during State of Emergency events and
Public Safety Power Shutoff (PSPS) events impacting the local electrical utility.
b. Biosolids, Organics and Biogas: OC San strives for the beneficial reuse of biosolids through multiple
management options performed at reasonable costs that are protective of public health and the
environment.
a. Support legislation, regulations, and policies that support the beneficial reuse of biosolids on
agricultural lands, landscape, horticulture, California Healthy Soils Initiatives, mine
reclamation, fire ravaged lands, superfund sites, brownfields, overgrazed lands, carbon
sequestration, and wetland restoration.
b. Support the promotion and funding of local pilot programs, studies, and research for the
beneficial use of biosolids.
c. Oppose legislation, regulations, and policies that impose unreasonable new rules, guidance or
bans that restrict the use of biosolids for land application in any region, county, or state
without scientific basis.
d. Support alternative renewable energy legislation, regulation, and policies that encourage use
of biosolids as a renewable energy resource.
e. Support responsible local reuse of community-generated organics, not limited to biosolids
compost and biogas.
f. Support streamlined legislation, regulations, and policies that encourage the procurement of
biogas, biosolids, and compost.
18
g. Support CalRecycle, CARB, California Public Utilities Commission, (CPUC), California Energy
Commission (CEC), California Department of Food and Agriculture (CDFA), and SWRCB accepting
quality standards that allow wastewater treatment plants to inject biogas production into existing
pipelines for renewable use.
h. Support compost associations and local cities and agencies in education, market expansion
activities, and meeting mandates to buy-back compost and other organics diverted from landfills.
i. Limit redundant reporting requirements on organics, recyclable material, and solid waste.
j. Support development and funding for organic co-digestion and recycling projects in accordance
with SB 1383 or other associated rules and regulations.
k. Support efforts to provide alternative management and/or funding options for biosolids, such as
supercritical water oxidation, pyrolysis, and/or future biosolids/biogas projects.
c. Source Control: OC San supports legislation that reduces pollutants and harmful materials that could enter
the sewer system.
a. Support statewide or targeted public education programs and initiatives that teach
appropriate “What To Flush” practices and fats, oils, and grease management.
b. Support federal policies and legislation that regulates the disposal of flushable wipes to ensure
clarity on the definition of “flushable.”
c. Support legislation, regulations, and funding assistance that would lead to decreased
introduction of microplastics, and other contaminants of concern discharged into the sewer
system.
d. Support legislation and funding mechanisms that reduce the amount of trash, waste,
chemicals, and harmful organic material that enter the sewer system.
e. Support legislation that would create forever homes for forever chemicals.
f. Oppose regulations or legislation that would place the responsibility of addressing PFAS as a
class of constituents on the public treatment plants.
g. Support funding opportunities for clean-up costs from the manufacturers of PFAS and through
state grants and low-interest loans.
h. Support the reduction/elimination of Contaminants of Emerging Concern (e.g., PFAS) within
consumer and commercial products.
i. Monitor the development of PFAS-containing firefighting foam collection and disposal
programs across the country.
19
d. Grant Funding: OC San is committed to advancing the state of knowledge in the treatment and
management of wastewater through the application of innovative and alternative technologies. To this
end, OC San supports grants assistance to offset its research, special projects, and capital improvement
projects.
a. Support legislation, bonds, programs, and projects that provide funding for: infrastructure
construction and rehabilitation, special studies and research or projects relating to security,
environmental education, water quality, wastewater processing, urban runoff, wastewater
recycling, biosolids and organics management, water quality improvement, resource recovery,
or alternative energy.
b. Support projects that provide for public benefit over projects that are primarily intended
for private benefit or gain.
c. Oppose proposals placing further requirements on grant recipients that return low value for
high administrative costs.
d. Support regional collaboration and funding for public agencies for food waste co-digestion and
recycling projects.
e. Innovative Funding: OC San is committed to supporting programs that provide the highest quality
services to its ratepayers.
a. Support programs to leverage federal assistance such as credit assistance and highly
subsidized loan assistance.
b. Support Public-Private Partnerships, Public-to-Public, and other financing approaches that
can reduce costs only if such projects do not impose costs on OC San ratepayers.
c. Support the full funding of the Clean Water Act- SRF Program at $4 billion annually.
d. Seek federal assistance to support water conservation projects such as water recycling,
green infrastructure through the Water Infrastructure Finance and Innovation Act (WIFIA),
and direct grants to reduce project costs.
e. Seek state and/or regional incentive funding opportunities, such as CARB’s Heavy Duty
Voucher Incentives Program (HVIP) and the Carl Moyer Program, available to offset the
regulatory mandates to transition combustion-fired vehicles and equipment to zero
emission technologies (e.g. battery electric, heat pumps, and hydrogen fuel cells).
f. Labor Relations/Human Resources: OC San is committed to employer-employee relations including, but
not limited to, meeting and conferring in good faith with recognized employee organizations regarding the
wages, hours of work, and other terms and conditions of employment. As Congress considers reforming
the federal tax code, many of the provisions subject to reform may impact labor relations.
a. Support measures to reform current workers compensation formulas that rely on a
proportionate exposure formula.
20
b. Support health insurance reform that does not create additional financial burdens on
special districts.
c. Support measures to ease applicability of the Fair Labor Standards Act on public agencies.
d. Oppose any measure imposing compulsory and binding arbitration with respect to
public employees.
e. Oppose any measure that imposes upon local government mandated employee benefits that
are more properly decided at the local bargaining table.
f. Oppose efforts reducing local control over public employee disputes and imposing regulations
on an outside agency.
g. Oppose any measure granting essential public employees the right to strike.
h. Oppose a new mandatory Social Security tax for public employers and public employees.
i. Oppose overreaching and costly mandates that require non-necessary disclosures to employees.
j. Oppose legislation and regulations that force OC San to adjust paid and unpaid leave time
parameters.
g. Security: OC San is committed to the safety of all personnel, facilities, and the entire sewer system.
a. Support legislation that would create efficiencies around the retention policy of surveillance video
recordings.
b. Support policies that address cybersecurity needs of wastewater agencies, including
Supervisory Control and Data Acquisition.
c. Support funding assistance to ensure employees remain safe and secure during global pandemics.
d. Support funding for the hardening of essential regional facilities such as water recycling and sewer
collection and recycling sites.
e. Support legislation and funding for regional emergency management collaboration to protect
critical infrastructure.
h. Planning: OC San ensures the long-range planning of capital improvement programs in order to deliver
the highest quality facilities.
a. Support reform of existing state, regional, and local planning processes only if directly
linked to reforms in the current revenue and tax structure of state and local governments.
b. Support measures that provide new revenues for growth management and the public
facilities necessary to support expected growth.
21
c. Support proposals encouraging regional, sub-regional, or countywide cooperation in planning
urban development strategies, especially those that provide funding for effective
implementation of agreed upon goals.
d. Oppose legislation consolidating special districts that fail to address the concerns of cities
affected by the proposed consolidation.
e. Oppose measures that prevent or restrict the ability of cities or special districts to participate in
the Southern California Association of Governments’ sub-regional process.
i. Public Health: Protection of public health is OC San’s core mission. OC San will work cooperatively
with county and state health officers to assure local health protection.
a. Support hazard mitigation, emergency response, planning, and recovery through direct
legislation, policy directives, and funding toward floodplain security within the Santa Ana
River watershed.
b. Support funding assistance to ensure employees remain safe and secure during global
pandemics.
c. Support (generally) measures that provide for improved public health through regulation.
d. Support the protection of public health and environment through the construction
and implementation of advanced wastewater treatment technology.
e. Support sharing critical information and data from state and county agencies in the interest
of protecting the public health and saving taxpayer dollars.
f. Monitor legislation that provides additional occupational safety and health standard requirements
for employees, contractors, or subcontractors.
j. Public Works: OC San is committed to the successful completion of effective and efficient projects
that provide wastewater treatment services that benefit its ratepayers.
a. Support measures that provide funding and support to POTWs and sewage collection
systems.
b. Support legislation and regulation that allow public agencies to procure goods and
services in manners similar to private industry, thereby reducing overall costs of delivery.
c. Support legislation and regulation that improve the Utility Underground Service Alert
Program to improve coordination, identification, minimize damage, minimize environmental
risks, and minimize cost exposure to publicly owned facilities when contractors are
performing sub- surface work.
d. Support a comprehensive response to the state’s electricity and natural gas shortages that
provide a stable energy supply, respects the ability of municipalities to provide power,
recognizes that infrastructure (i.e. emergency and standby generators) exists that could be
employed temporarily during periods with minimal air quality impact and protects ratepayers
against dramatic rate increases and statewide power outages.
22
e. Support legislation and regulation that allows OC San to utilize the Best Value Design Build,
Progressive Design Build and Construction Manager at Risk Design Build option for the
construction of public works projects.
f. Oppose Buy American mandates legislation that would increase project costs or prevent the
use of the most innovative technologies.
g. Monitor legislation that would require the inspection and possible repair of sewer laterals at
the time of sale in residential, commercial, and industrial areas.
h. Monitor legislation connected with government claims against special districts regarding risk and
wrap-up insurance.
i. Support legislation that increases the thresholds for bid work and force account work.
k. Tax Reform/Revenue and Taxation: Track pending legislation to ensure OC San remains in compliance
with the government code as it pertains to wastewater system user fees and property tax revenues and
the investment of public funds.
a. Support measures leading to a greater financial independence from the state that would result
in greater stability and predictability in local government budgeting.
b. Oppose measures that impose mandated costs for which there is no guarantee of
local reimbursement or offsetting benefits.
c. Oppose legislation that shifts tax revenues away from local governments without the
adequate provision of a constitutionally guaranteed backfill to offset the lost revenues of
those local governments.
d. Oppose measures that shift existing local revenue sources back to the state, including the
special district share of property tax, sales tax, vehicle license fees, and ratepayer fees.
e. Oppose the use of revenues traditionally used to fund the delivery of municipal services to fund
programs for which the state is responsible, particularly the courts, health, and welfare
programs.
f. Oppose elimination or restriction of state and local tax deduction from federal tax liability of
local taxpayers.
g. Oppose elimination or restriction on the availability of municipal tax-exempt financing for
public infrastructure projects.
h. Monitor legislation regarding changes in law that influence the fees and charges that OC San
facilitates.
i. Support legislation that would exempt vital treatment chemicals for water and wastewater
agencies for the sole purpose of water recycling from sales and use tax.
l. Special Districts: OC San supports the maintenance of special districts to provide specific services, in
response to citizen’s demands, in a cost-effective manner.
23
a. Support efforts to provide equitable treatment of special districts in emergency funding
assistance.
b. Support outreach to local, regional, and state elected officials to foster a greater
understanding regarding the critical relationship between adequate reserves and the
successful short-and-long- term operation of water and wastewater agencies.
c. Support the work of the ACWA, CASA, and CSDA etc. in any future discussions or negotiations
pertaining to the legislative and budget issues relative to preserving control of members’
reserves.
d. Oppose further state regulations that adversely impact special district financing, operations, and
administration.
e. Oppose measures that create or grant powers to sub-regional or regional bodies that would
result in an infringement on clearly local concerns.
f. Oppose any administrative or legislative efforts to access or transfer any reserve funds held
by water and wastewater districts.
g. Oppose the imposition of unfunded, mandated programs on local governments.
h. Oppose efforts that diminish OC San’s ability to govern efficiently and effectively, including
expanding the size of the Board of Directors.
i. Support alternate methods of public meetings notices that maintain transparency but are more cost
efficient and technologically advanced.
j. Support maximum flexibility for special districts to conduct Board of Directors business virtually
while providing for public transparency.
k. Support legislation that gives local control on video retention guidelines to special districts to
maintain maximum flexibility and cost control.
m. Water Quality and Supply: OC San is committed to participating collaboratively in the protection
of regional water resources for the benefit of the people we serve.
a. Support (generally) measures to increase water supply and improve water quality in the
region, including drought relief legislations and regulations.
b. Support measures that would increase funding for water reuse technologies, including support
for the Groundwater Replenishment System project by the Orange County Water District and
the OC San to create new water supplies through wastewater recycling.
c. Support measures that promote and provide for the use of reclaimed water.
24
d. Support policy development, funding, and research for addressing urban runoff, stormwater, and
beach closures, including funding for studies that identify the sources of nutrients (e.g.,
ammonia, nitrates, etc.) and bacterial, viral, and other microbial contaminants and human
pathogens.
e. Support measures to evaluate water quality standards, as needed, to ensure the objectives
are appropriately protecting the designated use.
f. Support legislation and regulation that would direct EPA levied fines to remain in the region.
g. Support measures addressing non-point source pollution in order to protect our ocean
water quality and provide funding to mitigate its effects, including integrated permitting
approaches that can reduce costs and achieve water quality improvements while allowing
permits to be tailored to the needs of Orange County and its watershed.
h. Support national infrastructure policies that contain aspirational goals which promote
improved water use efficiency in construction of water efficient buildings and
communities.
i. Support legislation and regulation that promote improved water use efficiency through state
assistance in evaluating and implementing new programs and technologies and increasing public
awareness of water use efficiency.
j. Support legislation and regulation that provide for the development of the watershed
approach, including watershed management plans and watershed-based permitting.
k. Support legislation and regulation that necessitate the responsible use of water in
residential, commercial, and industrial areas.
l. Support streamlined environmental guidelines and regulations which would safeguard the
region, providing increased protections and lesser costs to ratepayers.
m. Oppose the imposition of statewide fees for environmental cleanup that is caused through
private sector actions or are regional in nature (e.g., when the nexus between those responsible
for environmental abuse and those required to pay for cleanup or mitigation is absent).
n. Support approaches to reduce compliance costs associated with stormwater controls
including the use of integrated plans.
o. Monitor state and federal legislation and regulations related to Contaminants of Emerging
Concern (e.g., PFAS, etc.).
25
Legislative and Regulatory Process Flow Chart
Appendix D
State
26
Federal
27
Regulatory
10/2/2024
1
WWW.TOWNSENDPA.COM
SACRAMENTO • WASHINGTON, DC
NORTHERN CALIFORNIA • CENTRAL CALIFORNIA • SOUTHERN CALIFORNIA
Administration
Committee Update
October 9, 2024
Page 2
Presentation Overview
2024 Legislative Session
Overview
Advocacy Efforts and Bill
Concept Discussion
Looking Forward
1
2
10/2/2024
2
Slide 3
2024 State Legislative Session Overview
The 2024 Legislative Year adjourned on August 31:
2,124 bills were introduced in 2024
• 1,505 Assembly Bills
• 619 Senate Bills
Over 400 “two-year bills” from 2023 were eligible for
consideration in 2024.
The Governor signed 1,017 bills and vetoed 189 bills.
Page 4
SB 903 (Skinner) – PFAS Ban
Details
• Creates a universal non-essential use ban on PFAS
• Prohibit a person from distributing, selling, or offering for sale
in the state a product that contains intentionally added PFASunless it is currently unavoidable
• Establishes a significant financial penalty during each day of
the violation
Status
•Sponsored by CASA. Supported by water and sanitationagencies and environmentalists, including OC San
•Did not pass Assembly Appropriations Committee
3
4
10/2/2024
3
Page 5
SB 937 (Wiener) – Impact Fee
Details
• Imposes new and conflicting conditions for how and when utilities
can collect water and sewer connection and capacity fees
• New language is in an inappropriate code section that regulates
different and distinct types of fees for new developments that areimposed by a land use authority
• Last minute amendments go back on negotiations from during theLegislative Session
Status
•Sponsored by California YIMBY. Opposed by water and
sanitation agencies including OC San
•Signed into law
Page 6
SB 1210 (Skinner) – Service Connections
Details
• Requires local agencies to post on their website a schedule of
fees for a service connection, capacity, or other point ofconnection charge
• Requires local agencies to post on their website the
estimated timeframes for completing typical serviceconnections needed for each housing development type
Status
•Sponsored by Housing Action Coalition. Original version
opposed by water and sanitation agencies and
associations. Eventually moved to a Watch position
•Signed into law
5
6
10/2/2024
4
Slide 7
Potential Legislative Concepts
Bid Advertising Reform
Dollar thresholds for
bidding and force account work
Video Retention Reform
Page 8
Bid Advertising Reform
Details
• Currently, Sanitation Districts must advertise construction bidsin a print newspaper
• This can cost several hundred thousand dollars a year inadvertising costs for local and regional newspapers, without
evidence to show increased bidders
• OC San ran a bill in 2018, AB 2003 (Daly), to try to expandthe allowable public notification methods for construction bids.
AB 2003 died in the Assembly Local Government Committee
• The legislative climate around the issue has changed since
2018
7
8
10/2/2024
5
Page 9
Dollar Threshold for Contracting Work
Details
• Currently, Sanitation Districts must bid out work valued over$5,000. For work valued over $35,000, they must bid the work
to the lowest responsible bidder
• This threshold in law has not been updated since 1998
• Rising costs in the construction industry has significantly
limited the amount of work that trained and capable internalstaff can perform
Page 10
Video Retention Reform
Details
• Existing law requires special districts to retain videomonitoring recordings for one year after creation
• Costs associated with routine video monitoring data storage
have increased significantly as technology and video qualityincreases
• AB 510 (Cooley) in 2019 would have helped ease the burden.CASA and OC San supported, but AB 510 failed to get a
hearing in the Assembly and died
9
10
10/2/2024
6
Page 11
Looking Ahead to 2025 – Sacramento
New Legislature – 25 percent
Turnover
Impact Fee Legislation
AB 2449 (Rubio) Expiration
Page 12
Christopher Townsend
President
Cori Takkinen
Vice President
Eric O’Donnell
Director
11
12
10/2/2024
1
2025 Draft
Legislative and
Regulatory Plan
Presented by: Rebecca Long, Sr. Public Affairs Specialist
Administration Committee
October 9, 2024
v
Orange CountySanitation District70thAnniversary
2
•Oppose redundant regulatory and legislative requirements
that cause undue constraints on efficient operations;
•Support legislative and regulatory streamlining that promotes affordability, public health, and environmental protection;
•Maintain local control over governance of special districts and other local entities; and
•Obtain financial assistance for OC San projects through grants, loans, and legislative directed funding.
1
2
10/2/2024
2
v
Orange CountySanitation District70thAnniversary
3
Consultants:
•Cori Takkinen – Townsend Public Affairs
•Eric O’Donnell– Townsend Public Affairs
•Eric Sapirstein – ENS Resources
•Sarah Sapirstein – ENS Resources
•David French– ENS Resources
OC San:
•Rob Thompson
•Jennifer Cabral
•Daisy Covarrubias
•Rebecca Long
•Lan Wiborg
•Sam Choi
•Mark Kawamoto
•Tom Meregillano
v
Orange CountySanitation District70thAnniversary
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3
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10/2/2024
3
v
Orange CountySanitation District70thAnniversary
•Committee Feedback Throughout the Year
•Obtain Feedback from OC San Staff/Subject Matter Experts
•Work with State and Federal Lobbyist
•Share with Various Organizations:
•California Association of Sanitation Agencies
•California Special Districts Association
•Orange County Water District
•Municipal Water District of Orange County
•Irvine Ranch Water District
•Committee Review and Input
•Board Adoption in November
5
v
Orange CountySanitation District70thAnniversary
•Support legislation that would exempt vital treatment chemicals
for water and wastewater agencies for the sole purpose of
water recycling from sales and use tax
•Additional (refined) focus on PFAS and potential
legislation/regulation
•Focus on maintaining local control over governance of special
districts and other local entities
•Biosolids, microplastics, microfibers: funding for alternative
methods of treatment
6
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10/2/2024
4
v
Orange CountySanitation District70thAnniversary
7
Bid Advertising ReformBid Advertising Reform
Dollar thresholds for bidding and force account
work
Dollar thresholds for bidding and force account
work
Video Retention ReformVideo Retention Reform
v
Orange CountySanitation District70thAnniversary
8
•Provide comments/direction in preparation for the final
document
•Recommend to the Board of
Directors to:
•Adopt the OC San
2025 Legislative and Regulatory
Plan at the November Board
Meeting
7
8
10/2/2024
5
1954 - 2024
Orange County Sanitation District
70th Anniversary
9
9
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3894 Agenda Date:10/23/2024 Agenda Item No:12.
FROM:Robert Thompson, General Manager
Originator: Laura Maravilla, Director of Human Resources
SUBJECT:
POSITION CHANGE REQUEST FOR FISCAL YEAR 2024-25
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve the upgrade of one vacant Lead Facilities Worker (Salary Grade LOC66)position to Building
Maintenance Technician (Salary Grade LOC67) position for FY 2024-25.
BACKGROUND
The Orange County Sanitation District (OC San)has evaluated its operations and identified a need
for a position change to meet its building maintenance and repair requirements.The upgrade of the
vacant Lead Facilities Worker position to Building Maintenance Technician is necessary to support
the maintenance and repair of OC San’s new Headquarters Building,the future Operations and
Maintenance Complex at Plant No.2,and the upcoming new Laboratory building,as well as other
OC San buildings and facilities as needed.These modern buildings incorporate complex energy
control,environmental control,and automation systems to meet new efficiency and safety
requirements.These complex systems require a higher-level technician to properly maintain and
operate them.
The Building Maintenance Technician will perform,coordinate,and oversee skilled maintenance and
repair duties in a variety of functional areas,including but not limited to mechanical,electrical,
heating, ventilation, and air conditioning (HVAC), plumbing, and fire systems.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Protect OC San assets
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
PROBLEM
Organizational staffing needs have arisen that were not anticipated in preparation of the adopted FY
2024-25 budget.
Orange County Sanitation District Printed on 10/17/2024Page 1 of 2
powered by Legistar™
File #:2024-3894 Agenda Date:10/23/2024 Agenda Item No:12.
PROPOSED SOLUTION
Approve the proposed vacant position upgrade, to take effect immediately.
TIMING CONCERNS
Staff recommends approval of the position upgrade for the current fiscal year to ensure timely and
comprehensive maintenance and repair of all OC San facilities.
RAMIFICATIONS OF NOT TAKING ACTION
Deferring action on the requested position upgrade would require existing staff to cover the increased
workload and would not allow for a dedicated resource at the appropriate level to provide
comprehensive maintenance and repair of OC San’s buildings and facilities.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Lead Facilities Worker position was vacated on May 30,2024,following a retirement.OC San’s
Board approved Fiscal Year 2024-25 budget included a total of 663.5 full-time employees (FTE).The
current request would not change the approved FTE count.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.The upgraded
position would result in increased salary and benefit costs of approximately $2,746 annually.The FY
2024-25 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:
N/A
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ADMINISTRATION COMMITTEE
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3618 Agenda Date:10/23/2024 Agenda Item No:13.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
PROCUREAMERICA
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve the use of ProcureAmerica to perform analysis of specific operational areas to identify
potential cost savings.
BACKGROUND
ProcureAmerica provides government agencies with business intelligent services to identify cost
savings of indirect expense categories through Enterprise Strategic Plans (ESP).The firm supports
over 115 California government agencies,including:counties,cities,school districts,water districts,
hospitals,universities,and community colleges.Each engagement and subsequent ESP are
specifically designed to deliver hard dollar expense reduction,provide operational efficiency,and
supplier transparency.The company’s industry specific practice groups include:
·Utilities
·Telecommunications
·Print Management
·Treasury
·Waste Services
·Technology
ProcureAmerica has a review team for each practice group staffed with highly experienced
professionals who come directly from the industry in which they practice.The team of experts review
and analyze the billing rates and contracts for services in these practice groups and identify
opportunities for savings or alternative arrangements for services.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
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File #:2024-3618 Agenda Date:10/23/2024 Agenda Item No:13.
PROBLEM
There may be unidentified potential savings related to each of the areas of focus.
PROPOSED SOLUTION
Engage the services of ProcureAmerica to review current services and identify potential saving
opportunities through a phased approach.
TIMING CONCERNS
N/A
RAMIFICATIONS OF NOT TAKING ACTION
OC San continues to pay existing cost arrangements for all services.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
ProcureAmerica has provided similar services to other agencies within Orange County,including the
cities of Dana Point,Fullerton,and Santa Ana,as well as the County of Orange.ProcureAmerica
services are available through a Regional Cooperative Agreement (RCA)entered into by the County
of Orange and ProcureAmerica.Under this arrangement,the agencies receive the negotiated terms
and conditions of the original RCA.
CEQA
N/A
FINANCIAL CONSIDERATIONS
There is no net financial impact associated with ProcureAmerica services.ProcureAmerica fees are
30%of cost savings/refunds actualized if recommendations are implemented.If no
recommendations are implemented or cost savings/refunds are obtained,then ProcureAmerica will
receive no compensation for services rendered.ProcureAmerica continues to monitor billing rates,
market changes,and regulation changes throughout the contract engagement and brings forth any
additional recommendations to optimize services to achieve cost savings.
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
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BOARD OF DIRECTORS
Agenda Report
Headquarters Building
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3896 Agenda Date:10/23/2024 Agenda Item No:CS-1
FROM:Robert Thompson, General Manager
SUBJECT:
CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6
RECOMMENDATION: Convene in Closed Session:
Designated Representatives:General Manager Robert Thompson,Assistant General Manager
Lorenzo Tyner, Director of Human Resources Laura Maravilla, and Chief Negotiator Laura Kalty.
Employee Organizations: (3)
International Union of Operating Engineers,Local 501;Orange County Employees Association;and
the Supervisory and Professional Management Group.
BACKGROUND
During the course of conducting the business set forth on this agenda as a regular meeting of the
Board,the Chairperson may convene the Board in closed session to consider matters of pending real
estate negotiations, pending or potential litigation, or personnel matters.
Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential
litigation;(c)employment actions or negotiations with employee representatives;or which are exempt
from public disclosure under the California Public Records Act,may be reviewed by the Board during
a permitted closed session and are not available for public inspection.At such time the Board takes
final action on any of these subjects, the minutes will reflect all required disclosures of information.
RELEVANT STANDARDS
·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Memorandum from General Counsel
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Scott C. Smith
(949) 263-6561
scott.smith@bbklaw.com
18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612
Phone: (949) 263-2600 | Fax: (949) 260-0972
bbklaw.com
Memorandum
To: Honorable Chair and Members of the Orange County Sanitation District Board of Directors
From: General Counsel
Date: October 23, 2024
Re: Closed Session Items
The Board will hold a closed session on October 23, 2024, for the purpose of holding a conference with its labor negotiators regarding employee compensation, terms of employment, and benefits. The closed session will be held pursuant to the authority of California Government Code section
54957.6. Respectfully submitted,
SCOTT C. SMITH
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.