HomeMy WebLinkAbout03-05-2025 Operations Committee Special Meeting Complete Agenda Packet
SPECIAL NOTICE
PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS
Operations Committee Special Meeting
Wednesday, March 5, 2025
4:00 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
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: 386 130 897# 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!
February 26, 2025
NOTICE OF SPECIAL MEETING OPERATIONS COMMITTEE
ORANGE COUNTY SANITATION DISTRICT
Wednesday, March 5, 2025 – 4:00 P.M.
Headquarters 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 Special Meeting of the Operations Committee of the Orange County Sanitation District will be held at the above location and in the manner indicated on Wednesday, March 5, 2025 at 4:00 p.m.
OPERATIONS COMMITTEE MEETING DATE
BOARD MEETING DATE
03/05/25 03/26/25
04/02/25 04/23/25
05/07/25 05/28/25
06/04/25 06/25/25
07/02/25 07/23/25
AUGUST DARK 08/27/25
09/03/25 09/24/25
10/01/25 10/22/25
11/05/25 11/19/25 *
12/03/25 12/17/25 *
JANUARY DARK 01/28/26
02/04/26 02/25/26
* Meeting will be held on the third Wednesday of the month
ROLL CALL OPERATIONS COMMITTEE
Engineering and Operations & Maintenance
Meeting Date: March 5, 2025 Time: 4:00 p.m.
COMMITTEE MEMBERS (14)
Pat Burns (Chair)
Bob Ooten (Vice-Chair) Joyce Ahn
Debbie Baker
Doug Chaffee
Johnathan Ryan Hernandez
Stephanie Klopfenstein
Lisa Landau
Carlos A. Leon
Tom Lindsey
Scott Minikus
Jamie Valencia Ryan Gallagher (Board Chair)
Jon Dumitru (Board Vice-Chair)
OTHERS
Scott Smith, General Counsel
STAFF
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 & Maintenance
Wally Ritchie, Director of Finance
Lan Wiborg, Director of Environmental Services Kelly Lore, Clerk of the Board
ORANGE COUNTY SANITATION DISTRICT Effective 2/11/2025 BOARD OF DIRECTORS Complete Roster
AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR
Anaheim
Carlos A. Leon
Ryan Balius
Brea Christine Marick Cecilia Hupp
Buena Park Joyce Ahn Lamiya Hoque
Cypress Scott Minikus Bonnie Peat
Fountain Valley Glenn Grandis Ted Bui
Fullerton Jamie Valencia Shana Charles
Garden Grove Stephanie Klopfenstein Cindy Ngoc Tran
Huntington Beach Pat Burns Gracey Van Der Mark
Irvine Melinda Liu Kathleen Treseder
La Habra Jose Medrano Rose Espinoza
La Palma Debbie Baker Vikesh Patel
Los Alamitos Jordan Nefulda Tanya Doby
Newport Beach Erik Weigand Michelle Barto
Orange Jon Dumitru John Gyllenhammer
Placentia Chad Wanke Ward Smith
Santa Ana Johnathan Ryan Hernandez Jessie Lopez
Seal Beach Lisa Landau Ben Wong
Stanton David Shawver John D. Warren
Tustin Ryan Gallagher Austin Lumbard
Villa Park Jordan Wu Kelly McBride
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 Dan Ferons
Yorba Linda Water District Tom Lindsey Gene Hernandez
County Areas
Board of Supervisors Doug Chaffee Janet Nguyen
OPERATIONS COMMITTEE
Special Meeting Agenda
Wednesday, March 5, 2025 - 4:00 PM
Board Room
Headquarters
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 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
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
CALL TO ORDER
Members of the Operations Committee will take a tour of Plant No. 1 beginning at 4:00 p.m.,
with the business meeting reconvening thereafter.
RECESS - TOUR OF PLANT NO. 1
RECONVENE
PLEDGE OF ALLEGIANCE
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.
REPORTS:
The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of
general interest to the Directors. These reports are for information only and require no action by the Directors.
CONSENT CALENDAR:
Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion,
without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in
the regular order of business.
1.2025-4125APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Operations Committee held February 5
2025.
Originator:Kelly Lore
Agenda Report
02-05-2025 Operations Committee Meeting Minutes
Attachments:
Page 1 of 7
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
2.2025-4112BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1,
PROJECT NO. FR1-0022
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Back-up Power for
Laboratory Equipment at Plant No. 1, Project No. FR1-0022;
B. Award a Construction Contract Agreement to LEED Electric, Inc., for Back-up
Power for Laboratory Equipment at Plant No. 1, Project No. FR1-0022, for a
total amount not to exceed $133,000; and
C. Approve a contingency of $13,300 (10%).
Originator:Mike Dorman
Agenda Report
FR1-0022 Construction Contract Agreement
Attachments:
3.2025-4095DIGITAL ASSET MANAGEMENT STUDY, PROJECT NO. PS23-04
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Black & Veatch Corporation to
provide engineering services for the Digital Asset Management Study, Project
No. PS23-04, for an amount not to exceed $799,917; and
B. Approve a contingency of $79,992 (10%).
Originator:Mike Dorman
Agenda Report
PS23-04 Draft Professional Services Agreement
Attachments:
4.2025-4096ON-CALL COATING INSPECTION AND CORROSION TESTING
SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S
CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING,
OPERATIONS, AND MAINTENANCE PROJECTS, PSA 2025-001
RECOMMENDATION: Recommend to the Board of Directors to:
Approve Professional Services Agreements to provide on-call Coating Inspection and
Corrosion Testing Services for Orange County Sanitation District’s Capital
Improvement Program, Facilities Engineering, Operations, and Maintenance Projects,
PSA2025-001, for a three-year period commencing May 1, 2025, through April 30,
2028, with two one-year renewal options, for an amount not to exceed $500,000 per
individual agreement ($1,500,000 total) with the following three firms:
·Corrpro Companies, Inc.
Page 2 of 7
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
·Diversified Project Services International, Inc.
·TKE Engineering, Inc.
Originator:Mike Dorman
Agenda Report
PSA2025-001 Draft PSA - Corrpro Companies
PSA2025-001 Draft PSA - DPSI
PSA2025-001 Draft PSA - TKE Engineering
Attachments:
5.2025-4097ON-CALL SURVEYING SERVICES FOR ORANGE COUNTY
SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM,
FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE
PROJECTS, PSA2025-002
RECOMMENDATION: Recommend to the Board of Directors to:
Approve Professional Services Agreements to provide on-call Surveying Services for
Orange County Sanitation District’s Capital Improvement Program, Facilities
Engineering, Operations, and Maintenance Projects, PSA2025-002, for a three-year
period commencing May 1, 2025, through April 30, 2028, with two one-year renewal
options, for an amount not to exceed $500,000 per individual agreement ($2,000,000
total) with the following four firms:
·Michael Baker International, Inc.
·Psomas
·Stantec Consulting Services Inc.
·D. Woolley & Associates, Inc.
Originator:Mike Dorman
Agenda Report
PSA2025-002 Draft PSA - Michael Baker
PSA2025-002 Draft PSA - Psomas
PSA2025-002 Draft PSA - Stantec
PSA2025-002 Draft PSA - D. Woolley
Attachments:
6.2025-4098ON-CALL MATERIALS TESTING, INSPECTION, AND OTHER
GEOTECHNICAL TESTING SERVICES FOR ORANGE COUNTY
SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM,
FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE
PROJECTS, PSA2025-003
RECOMMENDATION: Recommend to the Board of Directors to:
Approve Professional Services Agreements to provide on-call Materials Testing,
Inspection, and Other Geotechnical Testing Services for Orange County Sanitation
District’s Capital Improvement Program, Facilities Engineering, Operations, and
Page 3 of 7
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
Maintenance Projects, PSA2025-003, for a three-year period commencing May 1,
2025, through April 30, 2028, with two one-year renewal options, for an amount not to
exceed $750,000 per individual agreement ($3,000,000 total) with the following four
firms:
·Kleinfelder, Inc.
·Barnett Quality Control Services, Inc. dba NOVA Services, Inc.
·Ninyo & Moore Geotechnical & Environmental Sciences Consultants
·Atlas Technical Consultants LLC
Originator:Mike Dorman
Agenda Report
PSA2025-003 Draft PSA - Kleinfelder
PSA2025-003 Draft PSA - NOVA Services
PSA2025-003 Draft PSA - Ninyo & Moore
PSA2025-003 Draft PSA - Atlas
Attachments:
7.2025-4111REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55,
PROJECT NO. FE18-13
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a construction contingency increase of $531,120 (24%) to the existing
Construction Contract with SRK Engineering, Inc. for Redhill Relief Sewer Relocation at
State Route 55, Project No. FE18-13, for a total contract amount not to exceed
$2,213,000 and a new total construction contingency of $1,327,800 (60%), with all
costs to be reimbursed by the Orange County Transportation Authority.
Originator:Mike Dorman
Agenda ReportAttachments:
8.2025-4123ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORTS
RECOMMENDATION:
Receive and file the Engineering Program Contract Performance Report for the period
ending December 31, 2024.
Originator:Mike Dorman
Agenda Report
Engineering Contract Performance Report
Attachments:
Page 4 of 7
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
9.2025-4089COLLECTION SYSTEM SPARE PUMP PROCUREMENT FOR THE
WESTSIDE AND COLLEGE PUMP STATIONS
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Flo-Systems, Inc. for the purchase of
two spare rotating pump assemblies: one rotating assembly for the Westside
Pump Station and one rotating assembly for the College Pump Station, for a
total amount not to exceed $225,349, including applicable sales tax and freight;
and
B. Approve a contingency of $22,535 (10%).
Originator:Riaz Moinuddin
Agenda ReportAttachments:
10.2025-4105PURCHASE OF PORTABLE VALVE ACTUATORS
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Division of Unex Corporation dba
Hytorc for the purchase of four (4) Modec Portable Valve Actuators for a total
amount not to exceed $166,992, including applicable sales tax and freight; and
B. Approve a contingency of $8,350 (5%).
Originator:Riaz Moinuddin
Agenda ReportAttachments:
11.2025-4114HAZARDOUS WASTE DISPOSAL SERVICES, SPECIFICATION NO.
S-2022-1304BD
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a contingency increase of $220,905 (64%), to the existing General
Services Contract with Clean Harbors Environmental Services, Inc., for
Hazardous Waste Disposal Services, Specification No. S-2022-1304BD, for a
total contract amount not to exceed $345,165 and a new total contingency
amount of $255,421 (74%); and
B. Approve an increase of $250,000 per year for a new contract total amount not to
exceed $595,165 per year for the remaining two (2) one-year contract renewals
options; and maintain the approved annual contingency of $34,516.
Originator:Riaz Moinuddin
Agenda ReportAttachments:
Page 5 of 7
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
NON-CONSENT:
12.2025-4109SOLID WASTE HAULING SERVICES, SPECIFICATION NO.
S-2024-647BD
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve General Services Contracts to two contractors: Roll Off Solutions, Inc.
and Synagro-West, LLC to collect and haul Orange County Sanitation District’s
solid waste from Reclamation Plants Nos. 1 and 2 to the various disposal
facilities, Specification No. S-2024-647BD, each for a three (3) year period,
effective July 1, 2025 through June 30, 2028, for a total amount not to exceed
$2,130,000 per contract that includes the unit prices per ton for solid waste
hauling and annual CPI (consumer price index) adjustment;
B. Approve two (2) optional one-year renewals for $710,000 per year per contract;
and
C. Approve a 10% contingency per contract on an annual basis.
Originator:Lan Wiborg
Agenda Report
General Services Contract S-2024-647BD - Roll Off Solutions,
Inc.
General Services Contract S-2024-647BD - Synagro West,
LLC
Attachments:
INFORMATION ITEMS:
13.2025-4071PROCUREMENT PROCESS, BIDS VS. RFPS, SOLE SOURCE
CONTRACTS VS. COMPETITIVE CONTRACTS
RECOMMENDATION:
Information Item.
Originator:Wally Ritchie
Agenda Report
Presentation - Purchasing Contracts and Materials Mgmt
Attachments:
14.2024-3827FY 2025-26 ORANGE COUNTY SANITATION DISTRICT BUDGET
UPDATE REVENUES AND RESERVES OVERVIEW
RECOMMENDATION:
Information Item.
Page 6 of 7
OPERATIONS COMMITTEE Special Meeting Agenda Wednesday, March 5, 2025
Originator:Wally Ritchie
Agenda Report
FY 2025-26 Budget Update Revenue Detail
Reserve Summary - FY 2024-25
Presentation - FY 2025-26 Budget Update - Revenues
Reserves
Attachments:
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
At this time Directors may request staff to place an item on a future agenda.
ADJOURNMENT:
Adjourn the meeting until the Special Meeting of the Operations Committee on April 2, 2025 at
4:00 p.m. at Plant No. 2 in Huntington Beach.
Page 7 of 7
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4125 Agenda Date:3/5/2025 Agenda Item No:1.
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 Operations Committee held February 5 2025.
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:
·February 5, 2025 Operations Committee meeting minutes
Orange County Sanitation District Printed on 2/24/2025Page 1 of 1
powered by Legistar™
Orange County Sanitation District
Minutes for the
OPERATIONS COMMITTEE
Wednesday, February 5, 2025
5:00 PM
Board Room
Headquarters
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, February 5, 2025 at 5:00
p.m. in the Orange County Sanitation District Headquarters. Board Vice-Chair Jon Dumitru
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:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
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; Tina Knapp, Assistant Clerk of the Board; Mo Abiodun; Jon Bradley;
Yiping Cao; Jackie Castro; Sam Choi; Raul Cuellar; Don Cutler; Rhea de Guzman; Thys
DeVries; Martin Dix; Justin Fenton; Al Garcia; David Haug; Tom Meregillano; Nick Oswald;
Becky Polcyn; Giti Radvar; Aldwin Ramirez; Valerie Ratto; Kevin Schuler; Dan Stokes;
Thomas Vu; Brian Waite; Kevin Work; and Ruth Zintzun were present in the Board Room.
OTHERS PRESENT: Scott Smith, General Counsel, was present in the Board Room.
PUBLIC COMMENTS:
None.
Ms. Knapp indicated that Late Communication pertaining to Agenda Item Nos. 8 and 9 was
received after the publication of the agenda and was distributed to the Committee and made
available to the public.
REPORTS:
Chair Burns advised the Committee that all new Board Members will be receiving an OC San
polo shirt and indicated that a sample shirt and signup sheet was available at the back of the
Page 1 of 6
OPERATIONS COMMITTEE Minutes February 5, 2025
room. He further asked that Board Members contact the Clerk of the Board with any
questions or to place an order after tonight. Chair Burns also reminded the Committee of the
Special Board of Directors meeting being held on Wednesday, February 19, 2025 at 5:00
p.m. for the purpose of the second part of Board orientation.
General Manager Rob Thompson did not provide a report.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES 2025-4020
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Operations Committee held December
4, 2024.
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
2. MAIN SEWAGE PUMP NO. 1 AND SPARE SEWAGE PUMP REPAIR
AT PLANT NO. 2 (MP2-018), SPECIFICATION NO. S-2024-652BD
2025-4046
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a General Services Contract to Bender CCP, Inc. to provide Main
Sewage Pump No. 1 and Spare Sewage Pump Repair at Plant No. 2
(MP2-018), Specification No. S-2024-652BD, for a total amount not to exceed
$999,780; and
B. Approve a contingency of $99,978 (10%).
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
Page 2 of 6
OPERATIONS COMMITTEE Minutes February 5, 2025
3. QUARTERLY ODOR COMPLAINT REPORT 2025-4068
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
Receive and file the Fiscal Year 2024-25 Second Quarter Odor Complaint Report.
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
4. SEWER PIPELINE CCTV INSPECTION SERVICES, SPECIFICATION
NO. S-2024-642BD
2025-4075
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a General Services Contract to Performance Pipeline Technologies,
Inc., DBA Sanitation Systems, to provide As-Needed Sewer Pipeline CCTV
Inspection Services, Specification No. S-2024-642BD, for a total amount not to
exceed $633,375 for a one-year period, with four (4) one-year renewal options;
and
B. Approve a contingency of $126,675 (20%).
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
5. COATING AND CORROSION MANAGEMENT ASSESSMENT
STAFFING SUPPORT SERVICES, SPECIFICATION NO.
CS-2024-645BD
2025-4053
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Page 3 of 6
OPERATIONS COMMITTEE Minutes February 5, 2025
A. Approve a Professional Consultant Services Agreement with Corrpro
Companies, Inc. for Coating and Corrosion Management Assessment Staffing
Support Services, Specification No. CS-2024-645BD, for the period of March 1,
2025, through February 28, 2026, for a total annual amount not to exceed
$700,000, with four (4) one-year renewal options; and
B. Approve a contingency of $70,000 (10%).
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
6. CONTROL ROOM RECONFIGURATION AT PLANT NO. 1,
CONTRACT NO. J-120A
2025-4060
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 Control Room
Reconfiguration at Plant No. 1, Contract No. J-120A;
B. Award a Construction Contract Agreement to Estate Design and Construction,
Inc. for Control Room Reconfiguration at Plant No. 1, Contract No. J-120A as
part of Process Control System Upgrades, Project No. J-120, for a total amount
not to exceed $1,033,000; and
C. Approve a contingency of $103,300 (10%).
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
7. CENGEN AND 12KV SERVICE CENTER SWITCHGEAR BATTERY
SYSTEM UPGRADES AT PLANT NO. 1, PROJECT NO. FR1-0005
2025-4084
Originator: Mike Dorman
Page 4 of 6
OPERATIONS COMMITTEE Minutes February 5, 2025
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a contingency increase of $97,000 (10%) to the existing Construction Contract
with Mass. Electric Construction Co. for CenGen and 12kV Service Center Switchgear
Battery System Upgrades at Plant No. 1, Project No. FR1-0005, for a new total
contingency of $194,000 (20%).
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
NON-CONSENT:
8. HVAC REPLACEMENT FOR PLANT NO. 2 CENTRIFUGE BUILDING,
OPERATIONS BUILDING, AND BITTER POINT PUMP STATION,
PROJECT NO. SC22-02
2024-3409
Originator: Mike Dorman
Director of Engineering Mike Dorman provided a verbal report of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve Purchase Order and Master Turnkey Agreement with Trane U.S. Inc.,
for the HVAC Replacement for Plant No. 2 Centrifuge Building, Operations
Building, and Bitter Point Pump Station, Project No. SC22-02, utilizing the
Omnia Cooperative Purchasing Agreement, Contract Number 3341, for a total
amount not to exceed $2,746,477; and
B. Approve a contingency of $274,647 (10%).
AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan
Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey,
Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie
Peat (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
Page 5 of 6
OPERATIONS COMMITTEE Minutes February 5, 2025
INFORMATION ITEMS:
9.MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED
DECEMBER 31, 2024
2025-4047
Originator: Wally Ritchie
Director of Finance Wally Ritchie introduced the item and then introduced Finance
Manager Ruth Zintzun, who provided a presentation on the Mid-Year Financial Report.
The presentation covered an overview of the budget cycle, revenue, operating budget,
operating detail, the Capital Improvement Program, outstanding debt, and next steps.
ITEM RECEIVED AS AN:
Information Item.
DEPARTMENT HEAD REPORTS:
Mr. Dorman reported that two bids were received in response to the Bay Bridge Pump Station
Replacement solicitation and, due to timing, approval of the award will proceed directly to the
Board of Directors later this month. Mr. Dorman also reported that approximately 100 people
attended the recent market sounding event held last week for the Progressive Design-Build
Ocean Outfalls Rehabilitation project (J-137) and staff feels this was a successful turnout.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Chair Burns declared the meeting adjourned at 5:12 p.m. to the next Special Operations
Committee meeting to be held on Wednesday, March 5, 2025 at 4:00 p.m.
Submitted by:
_____________________
Tina Knapp, MMC
Assistant Clerk of the Board
Page 6 of 6
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4112 Agenda Date:3/5/2025 Agenda Item No:2.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1, PROJECT NO. FR1-0022
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Back-up Power for Laboratory
Equipment at Plant No. 1, Project No. FR1-0022;
B. Award a Construction Contract Agreement to LEED Electric, Inc., for Back-up Power for
Laboratory Equipment at Plant No. 1, Project No. FR1-0022, for a total amount not to exceed
$133,000; and
C. Approve a contingency of $13,300 (10%).
BACKGROUND
The Orange County Sanitation District’s (OC San)laboratory conducts over 100,000 tests annually
using advanced instruments critical for regulatory compliance,operations,and resource protection.
Some essential equipment currently lacks back-up power,posing risks of data loss,regulatory
noncompliance,and costly equipment damage during outages.Due to the sensitivity of these
instruments,sudden power loss can cause irreversible damage and disrupt essential operations.
Failure to meet NPDES compliance monitoring could result in enforcement actions and fines of up to
$25,000 per violation.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8,award construction contract to
lowest responsive, responsible bidder
·Commitment to safety & reducing risk in all operations
PROBLEM
OC San was previously unsuccessful in obtaining any bids during the initial advertisement held in
2023.
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File #:2025-4112 Agenda Date:3/5/2025 Agenda Item No:2.
PROPOSED SOLUTION
Award a Negotiated Procurement for a Construction Contract Agreement in accordance with
Ordinance No.OC SAN-61 to LEED Electric,Inc.,for Back-up Power for Laboratory Equipment at
Plant No.1,Project No.FR1-0022.This project will install a new power distribution panel and lab
receptacles to ensure reliable backup power for the laboratory’s critical equipment.
TIMING CONCERNS
The timely approval of this contract will ensure the laboratory’s compliance equipment is protected
with back-up power.
RAMIFICATIONS OF NOT TAKING ACTION
If the project does not proceed,sensitive analytical instrumentation will continue to be vulnerable to
power supply interruptions.
PRIOR COMMITTEE/BOARD ACTIONS
November 2023 -Authorized the Purchasing Manager to conduct a Negotiated Procurement for a
construction contract for Back-up Power for Laboratory Equipment at Plant No.1,Project No.FR1-
0022,in accordance with Ordinance No.OC SAN-61;Article 5,Public Works Projects;Section 5.02,
Selection Process; A, Design-Bid-Build; (1) Competitive Sealed Bids; Sub-section (d), No Bids.
ADDITIONAL INFORMATION
As recommended and approved at the November 15,2023 Board of Directors Meeting,OC San
contacted the following Contractors to provide bids for Project No. FR1-0022:
•Avram Electric Co.
•J. R. Filanc Construction Company, Inc.
•LEED Electric, Inc.
•Mass Electric Construction Co.
•Shimmick
On November 21, 2024, OC San received one bid. A summary of the bid opening is as follows:
Engineer’s Estimate $ 57,000
Bidder Amount of Bid
LEED Electric, Inc.$ 133,000
The bid was evaluated per OC San’s policies and procedures,and negotiations were subsequently
conducted with LEED Electric,Inc.LEED Electric,Inc.submitted a bid for $140,942.Following
negotiations,a best and final offer of $133,000 was submitted.The internal estimate was revised to
$113,000 after the negotiation/field walk took place.The initial engineer’s estimate did not account
for fire alarm shutdown coordination efforts,necessary coring,and rebar scanning.The difference
between OC San’s updated estimate and LEED Electric,Inc.’s negotiated amount is due to the level
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File #:2025-4112 Agenda Date:3/5/2025 Agenda Item No:2.
between OC San’s updated estimate and LEED Electric,Inc.’s negotiated amount is due to the level
of effort required to route the conduit in the difficult access areas.
A notice was sent to the bidder on February 12,2025,informing them of the intent of OC San staff to
recommend award of the Construction Contract Agreement to LEED Electric, Inc.
Staff recommends awarding a Construction Contract Agreement to LEED Electric,Inc.,the lowest
responsive and responsible bidder.
CEQA
The project is exempt from CEQA,and a Notice of Exemption will be filed with the OC Clerk-
Recorder and State Clearing House after the OC San's Board of Directors approval of the
Construction Contract Agreement.
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 5,Page 3,Repairs and 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:
·Construction Contract Agreement
DB:lb
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C-CA-071223
PART A
CONTRACT AGREEMENT
C-CA-071223
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION – 1 GENERAL ......................................................................................... 1
SECTION – 2 MATERIALS AND LABOR ................................................................. 4
SECTION – 3 PROJECT .......................................................................................... 4
SECTION – 4 PLANS AND SPECIFICATIONS ....................................................... 5
SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION .......................... 5
SECTION – 6 TIME IS OF THE ESSENCE ............................................................. 5
SECTION – 7 EXCUSABLE DELAYS ...................................................................... 6
SECTION – 8 EXTRA WORK ................................................................................... 6
SECTION – 9 CHANGES IN PROJECT ................................................................... 7
SECTION – 10 LIQUIDATED DAMAGES FOR DELAY ............................................. 7
SECTION – 11 CONTRACT PRICE AND METHOD OF PAYMENT ......................... 7
SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS .............................................................................................. 9
SECTION – 13 COMPLETION ................................................................................... 9
SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION ....................... 10
SECTION – 15 SURETY BONDS ............................................................................ 11
SECTION – 16 INSURANCE .................................................................................... 12
SECTION – 17 RISK AND INDEMNIFICATION ....................................................... 20
SECTION – 18 TERMINATION ................................................................................ 21
SECTION – 19 WARRANTY .................................................................................... 21
SECTION – 20 ASSIGNMENT ................................................................................. 22
SECTION – 21 RESOLUTION OF DISPUTES ........................................................ 22
SECTION – 22 SAFETY & HEALTH ........................................................................ 22
SECTION – 23 NOTICES ......................................................................................... 23
CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 1 of 24
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FR1-0022
BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
THIS CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be effective,
this March 26, 2025, by and between LEED Electric, Inc., hereinafter referred to as
“CONTRACTOR” and the Orange County Sanitation District, hereinafter referred to as “OC SAN”.
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OC SAN and CONTRACTOR agree as follows:
SECTION – 1 GENERAL
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR’s investigation of all such matters and is in no way relying upon
any opinions or representations of OC SAN. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
“Contract Documents” refers to those documents identified in the definition of “Contract
Documents” in the General Conditions, “Definitions”.
C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 2 of 24
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements – the last in time being the first in precedence
b. Addenda issued prior to the date for submittal of Bids – the last in time being the
first in precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report (GBR), if attached as a Contract Document
i. Plans and Specifications – in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iii. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR’s Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 3 of 24
shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well-known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
c. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR’s attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OC SAN’s
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR’s own risk and expense. The
decision of the ENGINEER shall be final.
C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 4 of 24
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions,
“Definitions”. Additional terms may be defined in the Special Provisions.
SECTION – 2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR’S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OC SAN, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OC SAN may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OC SAN may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OC SAN receives a stop payment notice from
any laborer or material supplier alleging non-payment by CONTRACTOR, OC SAN shall be
entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited
to administrative and legal fees.
SECTION – 3 PROJECT
The Project is described as:
PROJECT NO. FR1-0022
BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 5 of 24
SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. FR1-0022
BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth
in the “Notice to Proceed” sent by OC SAN, unless otherwise specified therein and shall
diligently prosecute the Work to completion within three hundred sixty five (365) calendar days
from the date of the “Notice to Proceed” issued by OC SAN, excluding delays caused or
authorized by OC SAN as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in
the General Conditions. The time for completion includes five (5) calendar days determined by
OC SAN likely to be inclement weather when CONTRACTOR will be unable to work.
SECTION – 6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR’s Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OC SAN, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OC SAN shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the work of subcontractors,
C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 6 of 24
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION – 7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, “Extension of Time for Delay”, and the
General Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract
Work”. Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, “Extension of Time for Delay” and
“Contract Price Adjustments and Payments”, and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract Work”.
OC SAN’s decision will be conclusive on all parties to this Contract.
SECTION – 8 EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OC SAN specifying the exact nature of the Extra Work and the amount of
extra compensation to be paid all as more particularly set forth in Section 9 hereof and the
General Conditions, “Request for Change (Changes at CONTRACTOR’s Request)”, “OWNER
Initiated Changes”, and “Contract Price Adjustments and Payments”.
In the event a Change Order is issued by OC SAN pursuant to the Contract Documents,
OC SAN shall extend the time fixed in Section 5 for completion of the Project by the number of
days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined
by OC SAN’s ENGINEER. The decision of the ENGINEER shall be final.
CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 7 of 24
SECTION – 9 CHANGES IN PROJECT
OC SAN may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Document, including but not limited to changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OC SAN-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, “Request for Change (Changes at CONTRACTOR’s Request)” and “OWNER
Initiated Changes”.
SECTION – 10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
“Liquidated Damages and Incentives.”
SECTION – 11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OC SAN agrees to pay and the CONTRACTOR agrees to accept as full consideration for
the faithful performance of this Contract, subject to any additions or deductions as
provided in approved Change Orders, the sum of One Hundred Thirty-Three Thousand
Dollars ($133,000) as itemized on the attached Exhibit “A”.
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements, and General Conditions (including but
not limited to Sections entitled “Mobilization Payment Requirements” and “Payment
C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 8 of 24
Itemized Breakdown of Contract Lump Sum Prices”), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OC SAN shall issue at
the commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four (4) week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract. Payment
applications shall also be accompanied with all documentation, records, and releases as
required by the Contract; Exhibit A, Schedule of Prices; and General Conditions, “Payment
for Work – General”. The Total amount of Progress Payments shall not exceed the actual
value of the Work completed as certified by OC SAN’s ENGINEER. The processing of
payments shall not be considered as an acceptance of any part of the Work.
B. As used in this Section, the following defined terms shall have the following meanings:
1. “Net Progress Payment” means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
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2.“Progress Payment” means a sum equal to:
a.the value of the actual Work completed since the commencement of the Work
as determined by OC SAN;
b.plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OC SAN since the
commencement of the Work as determined by OC SAN;
c.less all previous Net Progress Payments;
d.less all amounts of previously qualified deductions;
e.less all amounts previously retained as Retention Amounts.
3.“Retention Amount” for each Progress Payment means the percentage of each
Progress Payment to be retained by OC SAN to assure satisfactory completion of
the Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions, “Retained Funds; Substitution of
Securities.”
SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions, “Retained Funds; Substitution
of Securities.”
SECTION – 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, “Final Acceptance and Final Completion”, “Final Payment”; and Exhibit A,
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OC SAN shall proceed with the Final Acceptance as specified in General
Conditions.
C-CA-071223 CONFORMED PROJECT NO. FR1-0022BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
Page 10 of 24
SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION
A.General Prevailing Rate:
OC SAN has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be performed
for each craft or type of Work needed to execute this Contract, and copies of the same are
on file in the Office of the ENGINEER of OC SAN. The CONTRACTOR agrees that not
less than said prevailing rates shall be paid to workers employed on this public works
Contract as required by Labor Code Section 1774 of the State of California. Per California
Labor Code 1773.2, OC SAN will have on file copies of the prevailing rate of per diem
wages at its principal office and at each job site, which shall be made available to any
interested party upon request.
B.Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OC SAN, forfeit Two Hundred Dollars ($200.00) for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
C.Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the
employment of apprentices are applicable to this Contract and the CONTRACTOR shall
comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or
more.
CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
Page 11 of 24
In the performance of this Contract, not more than eight (8) hours shall constitute a day’s
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the
Labor Code of the State of California and shall forfeit to OC SAN as a penalty, the sum of
Twenty-five Dollars ($25.00) for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one calendar day and forty
(40) hours in any one week in violation of said Article. CONTRACTOR shall keep an
accurate record showing the name and actual hours worked each calendar day and each
calendar week by each worker employed by CONTRACTOR in connection with the
Project.
D. Workday:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
SECTION – 15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OC SAN’s General Counsel – one in the amount of one hundred percent (100%) of
E.Registration; Record of Wages; Inspection:
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the Contract amount, to guarantee the faithful performance of the Work, and the other in the
amount of one hundred percent (100%) of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds
are supplied to and approved by OC SAN. Bonds must be issued by a Surety authorized by
the State Insurance Commissioner to do business in California. The Performance Bond shall
remain in full force and effect through the warranty period, as specified in Section 19 below. All
Bonds required to be submitted relating to this Contract must comply with California Code of
Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety
insurer under penalty of perjury, or the fact of execution of each Bond shall be duly
acknowledged before an officer authorized to take and certify acknowledgments, and either one
of the following conditions shall be satisfied:
A.A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B.A copy of a valid power of attorney is attached to the Bond.
SECTION – 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OC SAN, nor
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shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OC SAN pursuant to the provisions of the General
Conditions, “Final Acceptance and Final Completion”. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the
warranty period, commencing on the date of Final Acceptance. The requirement for carrying
the foregoing insurance shall not derogate from the provisions for indemnification of OC SAN by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to
the Contract Documents made in accordance with the provisions of the General Conditions,
“Request for Change (Changes at CONTRACTOR’s Request)” and/or “OWNER Initiated
Changes”, the following insurance in amounts not less than the amounts specified. OC SAN
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR’s risk at any time during the course of the Project. No vehicles may enter
OC SAN premises/worksite without possessing the required insurance coverage.
CONTRACTOR’s insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the “Third
Parties”). The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
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the Third Parties’ insurance requirements and those set forth by OC SAN herein, the
requirement(s) providing the more protective coverage for both OC SAN and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
If CONTRACTOR maintains higher limits than the minimums shown in this Section, OC SAN
requires and shall be entitled to coverage for the higher limits maintained by the
CONTRACTOR.
Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation
because of deductible clauses, inadequacy of limits of any insurance policy, limitations or
exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or
employees, and any other contractor or subcontractor performing Work or rendering services
on behalf of OC SAN in connection with the planning, development and construction of the
Project. In all its insurance coverages (except for Professional Liability/Errors and Omissions
coverages, if applicable) related to the Work, CONTRACTOR shall include clauses providing
that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or
their officers, agents, or employees, or any other contractor or subcontractor performing Work
or rendering services at the Project. Where permitted by law, CONTRACTOR shall require
similar written express waivers and insurance clauses from each of its Subcontractors of every
tier. A waiver of subrogation shall be effective as to any individual or entity, even if such
individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise,
(b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such
individual or entity has an insurable interest in the property damaged.
A.Limits of Insurance
1.General Liability: Two Million Dollars ($2,000,000) per occurrence and a general
aggregate limit of Four Million Dollars ($4,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
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evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each
of the following:
a.Premises-Operations.
b.Products and Completed Operations, with limits of at least Two Million Dollars
($2,000,000) per occurrence and a general aggregate limit of Four Million
Dollars ($4,000,000) which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, “Warranty (CONTRACTOR’s Guarantee)”, plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions. If aggregate limits apply separately to this
contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
c.Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d.Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e.Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f.Independent CONTRACTOR’s Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OC SAN or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
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g.If a crane will be used, the general liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h.If divers will be used, the general liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2.Automobile Liability: The CONTRACTOR shall maintain a policy of automobile
liability insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limit of
liability coverage: combined single limit of One Million Dollars ($1,000,000) for bodily
injury, personal injury, and property damage.
3.Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. Excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
4.Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable to OC SAN.
5.Workers’ Compensation/Employer’s Liability: CONTRACTOR shall provide such
workers’ compensation insurance as required by the Labor Code of the State of
California, including employer’s liability with a minimum limit of One Million Dollars
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
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($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard
to Jones Act claims.
B.Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OC SAN.
At the option of OC SAN, either: the Insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects OC SAN, its Directors, officers, agents, consultants,
and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OC
SAN guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C.Other Insurance Provisions
1.Each such policy of general liability insurance and automobile liability insurance shall
be endorsed to contain, the following provisions:
a.OC SAN, its directors, officers, agents, consultants, and employees, and all
public agencies from whom permits will be obtained, and their directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OC SAN in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b.Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OC SAN shall be excess
only and not contributing with insurance provided under this policy.
2.Cancellation and Policy Change Notice.
The CONTRACTOR is required to notify OC SAN in writing of any insurance
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cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition
of such knowledge. Additionally, the CONTRACTOR is required to notify OC SAN
in writing of any change in the terms of insurance, including reduction in coverage or
increase in deductible/SIR, within two (2) working days of receipt of such notice or
knowledge of same.
Said notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle
Fountain Valley, CA 92708
Attention: Contracts, Purchasing & Materials Management Division
3.Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4.If required by a public agency from whom permit(s) will be obtained, each policy of
general liability insurance and automobile liability insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
consultants, and employees, to be additional insureds.
D.Acceptability of Insurers
Insurers must have an “A-“, or better, Policyholder’s Rating, and a Financial Rating of at
least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide.
OC SAN recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OC SAN will accept
State Compensation Insurance Fund for the required policy of worker’s compensation
insurance, subject to OC SAN’s option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20) days written notice. Further, OC SAN will
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require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20) days of written
notice to CONTRACTOR by OC SAN or its agent.
E.Verification of Coverage
CONTRACTOR shall furnish OC SAN with original certificates and mandatory
endorsements affecting coverage. Said policies and endorsements shall conform to the
requirements herein stated. All certificates and endorsements are to be received and
approved by OC SAN before Work commences. OC SAN reserves the right to require
complete, certified copies of all required insurance policies, including endorsements,
affecting the coverage required by these Specifications at any time.
F.Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor’s operations
and work. OC SAN and any public agency issuing permits for the Project must be named
as “Additional Insured” on any general liability or automobile liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors’ policies, certificate of liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OC SAN with the above
referenced required documents.
G.Required Forms and Endorsements
1.Required ACORD Form
a.Certificate of Liability ACORD Form 25 or other equivalent certificate of insurance form
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2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are Iisted in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability Form CG 00 01
b. Additional Insured Including Form CG 20 10 and
Products-Completed Operations Form CG 20 37 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. c. Waiver of Transfer of Rights of Form CG 24 04
Recovery Against Others to Us/ Waiver of Subrogation
3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Submit workers’ compensation
waiver of subrogation endorsement provided by carrier for OC SAN approval.
b. Cancellation Notice No endorsement is required. However, CONTRACTOR is
responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article C.2., Cancellation and Policy Change Notice, above. 4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement SECTION – 17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
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indemnify, defend, and keep OC SAN and others harmless as more specifically set forth in
General Conditions, “General Indemnification”.
SECTION – 18 TERMINATION
This Contract may be terminated in whole or in part in writing by OC SAN in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Contract Agreement,
or it may be terminated by OC SAN for its convenience provided that such termination is
effectuated in a manner and upon such conditions set forth more particularly in General
Conditions, “Termination for Default” and/or “Termination for Convenience”, provided that no
termination may be effected unless proper notice is provided to CONTRACTOR at the time and
in the manner provided in said General Conditions. If termination for default or convenience is
effected by OC SAN, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, “Termination for
Default” and “Termination for Convenience”.
SECTION – 19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OC SAN’s designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, “Final Acceptance and Final
Completion” that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OC SAN shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OC SAN may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR’s warranty shall continue as to any
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corrected deficiency until the later of (1) the remainder of the original one-year warranty period;
or (2) one year after acceptance by OC SAN of the corrected Work. The Performance Bond
and the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR’s obligations under this clause are in addition to the CONTRACTOR’s
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OC SAN may have against the CONTRACTOR
for faulty materials, equipment or Work.
SECTION – 20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OC SAN unless such assignment has had prior
written approval and consent of OC SAN and the Surety.
SECTION – 21 RESOLUTION OF DISPUTES
OC SAN and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OC SAN, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION – 22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled “Safety” and Exhibit B Contractor Safety Standards. OC SAN reserves the right
to stop Work for violations of safety and health standards until the hazardous conditions are
corrected. The right to stop Work includes the right to remove a contractor or its employees
from the worksite.
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SECTION – 23 NOTICES
Any notice required or permitted under this Contract shall be served by personal delivery or by
certified mail, return receipt requested, at the address set forth below. Unless specified
elsewhere in the Contract Documents or otherwise required by law, any notice may alternatively
be given by electronic telecommunication to the email address set forth below. Any party
whose address changes shall notify the other party in writing.
TO OC SAN: Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, California 92708 Attn: Clerk of the Board ocsanclerk@ocsan.gov
Copy to: Orange County Sanitation District 18480 Bandilier Circle
Fountain Valley, California 92708 Attn: Construction Manager rcuellar@ocsan.gov
Scott C. Smith Best Best & Krieger LLP
18101 Von Karman Avenue, Suite 1000 Irvine, California 92612 scott.smith@bbklaw.com
TO CONTRACTOR: Seyed A. Jamali Dinan, Chief Executive Officer LEED Electric, Inc. 13138 Arctic Circle Santa Fe Springs, CA 90670 sjamali@leedelectric.com estimating@leedelectric.com
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: LEED Electric, Inc.
13138 Arctic Circle
Santa Fe Springs, CA 90670
By______________________________ Date _________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 379096 (Expiration Date – 7/31/2025)
OC SAN: Orange County Sanitation District
By______________________________ Date _________________ Ryan P. Gallagher Board Chairman
By______________________________ Date _________________ Kelly A. Lore Clerk of the Board
By______________________________ Date _________________ Kevin Work Purchasing & Contracts Manager
C-EXA-062221
EXHIBIT A SCHEDULE OF PRICES
C-EXA-062221
TABLE OF CONTENTS
EXHIBIT A SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION ............................................................................. 1
EXA-2 PROGRESS PAYMENTS .................................................................................. 1
EXA-3 RETENTION AND ESCROW ACCOUNTS ........................................................ 1
EXA-4 STOP PAYMENT NOTICE ................................................................................. 3
EXA-5 PAYMENT TO SUBCONTRACTORS ................................................................ 3
EXA-6 PAYMENT OF TAXES ....................................................................................... 3
EXA-7 FINAL PAYMENT ............................................................................................... 4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ... 5
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT ......................... 7
ATTACHMENT 2 – SCHEDULE OF PRICES ................................................................... 8
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EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement – Section 11 – “Contract Price and Method of Payment;”
2. General Conditions – “Payment – General”;
3. General Conditions – “Payment – Applications for Payment”;
4. General Conditions – “Payment – Mobilization Payment Requirements;”
5. General Conditions – “Payment – Itemized Breakdown of Contract Lump Sum Prices”;
6. General Conditions – "Contract Price Adjustments and Payments”;
7. General Conditions – “Suspension of Payments”;
8. General Conditions – “OC SAN’s Right to Withhold Certain Amounts and
Make Application Thereof”; and
9. General Conditions – “Final Payment.”
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OC SAN shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions – “Retained Funds; Substitution of Securities”. In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
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B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions – “Retained Funds; Substitution of Securities.” Payment of Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may request and OC SAN shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OC SAN, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance
of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles:
In addition to the retentions described above, OC SAN may deduct from each progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for progress payment;
2. Deductions from previous progress payments already paid, due to
OC SAN’s discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract;
3. Sums expended by OC SAN in performing any of the CONTRACTOR’S obligations under the Contract that the CONTRACTOR has failed to perform, and;
4. Other sums that OC SAN is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments.
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The failure of OC SAN to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OC SAN’s right to such sums
or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other provisions of the Contract, OC SAN shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OC SAN may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OC SAN that the CONTRACTOR has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be
based on the measurements and estimates made pursuant to article progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR’S receipt of said retention proceeds from OC SAN as
required by the California Public Contract Code §7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OC SAN reviews, confirming that tax payments are current at all times.
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EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, “Final Acceptance and Final Completion”, and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions – “Final
Payment”, a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OC SAN, including:
a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory to OC SAN, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OC SAN’s review of the
application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OC SAN will review the CONTRACTOR’S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OC SAN, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon
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acceptance by OC SAN, the revised application for Final Payment will become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OC SAN, and
agreements are reached on all issues regarding the application for Final Payment, OC SAN, in exchange for an executed release, satisfactory in form and substance to OC SAN, will pay the entire sum found due on the
approved application for Final Payment, including the amount, if any, allowed on settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of OC SAN are specifically reserved, and shall release and waive all unreserved Claims against OC SAN and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OC SAN which has not been communicated in writing by the CONTRACTOR to OC SAN as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any claims remain open, OC SAN may make Final Payment subject to
resolution of those claims. OC SAN may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent
(125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138) within thirty (30) days of receipt of Final Payment.
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OC SAN’s acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OC SAN shall not be precluded from subsequently showing that:
C-EXA-062221 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 6 of 8
1. The true and correct amount payable for the Work is different from that previously accepted;
2. The previously accepted Work did not in fact conform to the Contract requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OC SAN also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law.
CONFORMED C-EXA-062221 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 7 of 8
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OC SAN in accordance with the Contract.
I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OC SAN a false claim for payment or approval.
A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OC SAN may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor’s
performance. _________________________________________
Name _________________________________________
Title _________________________________________
Date
C-EXA-062221 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (LEED Electric, Inc.) BF-14 Schedule of Prices, Pages 1-2
BF-14 SCHEDULE OF PRICES C-BF-040323
PROJECT NO. FR1-0022
BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
Page 1 of 2
Bid Submitted By: _______________________________________
(Name of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For Unit Prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work, whether they be
more or less than those shown. CONTRACTOR’s compensation for the Work under the
Contract Documents will be computed based upon the lump sum amount of the Contract at
time of award, plus any additional or deleted costs approved by OC SAN via approved Change
Orders, pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary,
provides that the total price for each item shall be based on the Unit Price listed for each item
multiplied by the quantity; and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected in the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work,
including profit, overhead, etc., unless otherwise specified in the Contract Documents. All
applicable sales taxes, state and/or federal, and any other special taxes, patent rights or
royalties shall be included in the prices quoted in this Bid.
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and
services for the construction of the Project per the Contract Documents.
LEED Electric, Inc.
BF-14 SCHEDULE OF PRICES C-BF-040323
PROJECT NO. FR1-0022
BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1
Page 2 of 2
Bid Submitted By: ______________________________________
(Name of Firm)
SCHEDULE OF PRICES
BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item
No. Description Unit of
Measurement Approx
Qty
Unit
Price Total Price
1. Mobilization: Work under this item shall include all
labor, equipment, materials, and services necessary as
described in Specifications Section 01155 and in
conformance with the Contract Documents for the lump
sum price of…
Lump Sum 1 = $5,000
2. Permits: Allowance for permits as described in
Specifications Section 01155 and in conformance with
the Contract Documents and Specifications Section
01150, and other fees and charges required to complete
the Work.
Allowance 1 = $3,000
3. All other portions of Work set forth in the Contract
Documents except for the Work performed in Bid
Item Nos. 1 & 2: Work under this item shall include all
labor, equipment, materials, and services necessary for
all other Work not specified in Bid Item Nos. 1 & 2, as
described in Specifications Section 01155 and in
conformance with the Contract Documents for the lump
sum price of…
Lump Sum
1 =
TOTAL AMOUNT OF BID (BASIS OF AWARD ) $__________________
LEED Electric, Inc.
$125,000
133,000.00
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4095 Agenda Date:3/5/2025 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
DIGITAL ASSET MANAGEMENT STUDY, PROJECT NO. PS23-04
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Black & Veatch Corporation to provide
engineering services for the Digital Asset Management Study, Project No. PS23-04, for an
amount not to exceed $799,917; and
B. Approve a contingency of $79,992 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)has an asset management program that aligns with
our Strategic Plan and supports the budgeting process.The mission of OC San’s asset management
program is to ensure OC San’s infrastructure is safe and reliable to meet our level of service goals
and permit compliance obligations.
As part of this program,the Engineering Department’s Asset Management Team develops an annual
Asset Management Plan (AMP).The AMP presents key issues and concerns within Reclamation
Plant Nos.1 and 2 and throughout the collection system.The AMP summarizes the condition and
remaining useful life of OC San’s major assets,and documents the short-,medium-,and long-term
plan for each area.The annual update of the AMP ensures the mission,key objectives,and goals of
the program are being met.
RELEVANT STANDARDS
·Maintain a proactive asset management program
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
·24/7/365 treatment plant reliability
·Protect OC San assets
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File #:2025-4095 Agenda Date:3/5/2025 Agenda Item No:3.
PROBLEM
Developing the AMP involves collecting and analyzing data from multiple resources including the
computerized maintenance management software (Maximo®),the process control software,major
equipment dashboards,condition assessment reports,and condition monitoring reports.Collecting
the asset information to produce a robust and comprehensive AMP takes considerable time and
resources much of which cannot be currently automated.Additionally,project prioritization and timing
are currently based on estimating assets’remaining useful life (RUL)and does not necessarily
consider risk or consequence of failure.Further developing this will improve the Capital Improvement
Program (CIP) and small project delivery planning processes.
PROPOSED SOLUTION
Conduct a study to enhance asset tracking,develop business intelligence (BI)solutions,and create a
robust risk assessment framework.The study will produce a comprehensive digital and dynamic
asset management program supported by Power BI dashboards and a risk assessment framework
that will allow more accurate asset health and RUL estimations,improve collaboration and decision
making, and better optimize project planning.
TIMING CONCERNS
Initiating this study now is critical to improving the efficiency and quality of the asset management
program and will improve long range planning of OC San’s CIP and small project delivery.
RAMIFICATIONS OF NOT TAKING ACTION
Not proceeding with this study will limit the ability of OC San’s Asset Engineers to leverage more
information systems to spot trends and manage risk for OC San’s asset management program to
further improve asset reliability and performance,reduce operations and maintenance costs,and
optimize internal resource utilization.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
OC San advertised for proposals for Digital Asset Management Study,Project No.PS23-04 on
August 28,2024.The following evaluation criteria were described in the RFP and used to determine
the most qualified Consultant.
Criterion Weighting
Project Understanding and Approach 40%
Related Project Experience 35%
Project Team and Staff Qualifications 25%
Ten proposals were received on October 8,2024,and evaluated in accordance with the evaluation
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File #:2025-4095 Agenda Date:3/5/2025 Agenda Item No:3.
Ten proposals were received on October 8,2024,and evaluated in accordance with the evaluation
process set forth in OC San’s Purchasing Ordinance by a pre-selected Evaluation Team consisting of
OC San staff;one Engineering Supervisor,one Senior Engineer,and One Maintenance
Superintendent.The Evaluation Team also included one non-voting representative from the
Contracts Administration Division.
The Evaluation Team scored the proposal on the established criteria as summarized in the table
below:
Proposer Project
Understanding
and Approach
(Max. 40 Points)
Related
Project
Experience
(Max. 35
Points)
Project Team
and Staff
Qualifications
(Max. 25 Points)
Total
Score
(Max. 100
Points)
Arcadis US Inc.29 23 18 70
Arup North America Inc.20 9 10 39
Black & Veatch Corporation 32 27 20 79
GHD Inc.24 20 15 59
Hazen & Sawyer 33 27 18 78
HDR Engineering Inc.28 26 19 73
Kennedy/Jenks Consultants 25 23 15 63
Mott MacDonald 17 11 11 39
Procon Consulting LLC 17 9 9 35
Stantec Consulting Services
Inc.
23 21 16 60
Based on this scoring,four Consultants were shortlisted for interview on November 20,2024.
Following the interview,each member of the Evaluation Team scored the Consultants based on both
the proposals and interviews using the evaluation criteria and weighting described above.Black &
Veatch Corporation was selected as the most qualified Consultant based on the final scores
presented below.
Proposer Reviewer Total
Score
(Max. 100
Points)
1 2 3
Arcadis US Inc.70 70 74 72
Black & Veatch Corporation 90 90 80 87
Hazen & Sawyer 78 67 71 73
HDR Engineering Inc.84 84 80 83
Black &Veatch Corporation had the highest ranked project understanding and approach,a
comprehensive list of relevant projects including several in Southern California,and a highly qualified
project team that performed well during the interview.
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File #:2025-4095 Agenda Date:3/5/2025 Agenda Item No:3.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals.In accordance with OC San’s Purchasing
Ordinance,the fee proposal of only the highest-ranked firm was opened after approval by the
Director of Engineering, based on the Evaluation Committee’s recommendation.
Staff conducted negotiations with Black &Veatch Corporation to clarify the requirements of the scope
of work,the assumptions used for the estimated level of effort,and the proposed approach to meet
the goals and objectives of the project.During the negotiations and discussions,it was agreed to
include optional TASK 1.3 Reformatting Asset Registries in the study to improve the efficiency of the
work and improve accuracy of the final delivered digital product.
Original Fee
Proposal
Negotiated Fee
Total Hours 3,599 3,612
Total Fee $769,807 $799,917
During contract negotiations,Black &Veatch Corporation identified a clerical error in the hourly rate
for one of their technical leads,resulting in an initial fee adjustment to $806,507.As discussions
progressed,adjustments were made to the level of effort based on a more refined understanding of
the project scope.This resulted in increased hours for some tasks and reductions for others.
Ultimately,the final negotiated agreement reflects a slight increase in total labor hours compared to
the initial fee proposal.The Consultant team provided an updated organizational chart to more
accurately reflect project team roles and responsibilities that is consistent with the revised cost matrix
and fee proposal.Additionally,Black &Veatch Corporation agreed to cap the hourly rate for their
principal-in-charge and reduce their overhead rate from 96.41%to 91.72%for consistency with other
OC San agreements.
The Consultant’s fringe and overhead costs,which factor into the billing rate,have been
substantiated.The contract profit is 8.87%,which is based on an established formula based on OC
San’s standard design agreements.Staff is requesting a 10 percent contingency to address potential
revisions as the planning study progresses.
Based on the above,staff has determined that the final negotiated fee is fair and reasonable for the
project.
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 53,Planning Studies Program (M-
Studies)) and the budget is sufficient for the recommended action.
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File #:2025-4095 Agenda Date:3/5/2025 Agenda Item No:3.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Professional Services Agreement
NN:bw:op
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PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 1 of 21
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the «EffectiveDate» day of «EffectiveMonth», «Year», by and between the ORANGE COUNTY SANITATION DISTRICT,
(hereinafter referred to as "OC SAN"), and Black & Veatch Corporation, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for a Digital Asset Mangement Study, PS23-04 to provide professional services for the development of a digital plan that will enhance the sharing and analysis of asset data an improve decision making; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and
WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on «BoardMeetingDate» the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this
Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment “A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is
understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards, and liability for damages caused by
errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 2 of 21
respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be
incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization, or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and
Subconsultants using OC SAN CAD Manual. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement.
Electronic files shall conform to OC SAN specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of OC SAN. Electronic files shall be subject to an acceptance period of 30 calendar days during which OC SAN shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors
detected and reported within the acceptance period at no additional cost to OC SAN.
E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole
use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly
known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
F. “OC SAN shall furnish the CONSULTANT available studies, reports and other data pertinent to the CONSULTANT’s service; obtain or authorize the CONSULTANT to obtain or provide additional reports and data as required; furnish to the CONSULTANT services of others required for the performance of the CONSULTANT’s services hereunder and the CONSULTANT shall be entitled to use and rely upon all such information and services provided by OC SAN or others in performing the CONSULTANT’s services
under this AGREEMENT.”
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 3 of 21
G. “CONSULTANT shall not be responsible for delays caused by circumstances beyond its reasonable control, including, but not limited to (1) strikes, lockouts,
work slowdowns or stoppages or accidents, and (2) acts of God. Without limiting the above, while CONSULTANT has made reasonable efforts to incorporate into its plan for the Project any known current project impacts of the COVID-19
pandemic, CONSULTANT has not accounted for, and is not responsible nor liable for, unknown future changes due to the COVID-19 pandemic, including, without limitation, additional restrictions by government agencies or others (such
as the availability of the site for access or client or consultant staff or others) to the extent they delay or otherwise impact the Project. In that event, CONSULTANT will notify OC SAN and Consultant shall be entitled to reasonable
and equitable adjustment to the contract schedule and price to account for such impacts. The parties shall negotiate such changes in good faith to equitably address any such unexpected impacts.”
2. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Ninety-Nine Thousand Nine Hundred Seventeen Dollars ($799,917). Total
compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment “E” - Fee Proposal.
B. Labor
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this
project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
C. Overhead As a portion of the total compensation to be paid to CONSULTANT, OC SAN
shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 4 of 21
subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment “K” – Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual
costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal.
F. Direct Costs
OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
G. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field
work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment
information.
H. Reimbursable Direct Costs OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” -
Allowable Direct Costs to this Agreement. The reimbursement of the above-mentioned expenses will be based on an “accountable plan” as considered by
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 5 of 21
Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by
IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at https://www.gsa.gov/travel/plan-book/per-diem-rates.
The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or “per diem” as deemed the most practical.
CONSULTANT shall be responsible for returning to OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN.
Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance.
Local Travel is considered travel by the CONSULTANT within OC SAN geographical area which includes Orange, Los Angeles, Ventura, San
Bernardino, Riverside, San Diego, Imperial, and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of OC SAN.
Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are
provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately
from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed
amount is a material breach of this Agreement.
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 6 of 21
3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of
the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than
the second Wednesday of the following month and in the format required by OC SAN. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, 3) future
activities, 4) previous billing period “total invoiced to date”, 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining.
Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. If OC SAN determines that the work under this AGREEMENT, or any specified task hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or ii. The percentage of the work accomplished for each task.
OC SAN may, at the discretion of the Director of Engineering, retain an amount
equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each task or the Project in its entirety.
C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above.
Said profit payment request shall be proportionate to the work actually accomplished to date on a per task basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the
prior payment, or in the event of a delay in the work progress for any reason, OC SAN shall have the right to withhold any scheduled proportionate profit payment.
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D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN,
CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the
operation of the release in stated amounts to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN;
or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will
perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq,
CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
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B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to,
studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General
i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN.
ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current
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A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage:One Million Dollars ($1,000,000) per occurrence with 2 Million Dollars ($2,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, vicarious liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, vicarious liability, independent contractors liability, personal and advertising injury, mobile
equipment, vicarious liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and
applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where
permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery
by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require
similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a
duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.
C. Umbrella Excess Liability
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The minimum limits of general liability and automobile liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles,
trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional
insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form
acceptable by OC SAN. F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance
Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act
claims. G. Errors and Omissions/Professional Liability
CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions
insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall
obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing
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no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this
Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts
of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Cyber Liability Insurance CONSULTANT shall maintain in full force and effect, throughout the term of this
Agreement, cyber liability insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by CONSULTANT in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, damage to or destruction or alteration of electronic information, release of private or confidential information (including but not limited to personally identifiable information),
extortion and network security liability arising from the unauthorized use of, access to, or tampering with computer systems or from the introduction of a computer virus into or otherwise causing damage to CONSULTANT or OC SAN’s
computer system or network and the data, programs, and software. Such policy shall cover costs associated with restoring, updating, or replacing data, as well as costs associated with a privacy breach. If the policy of insurance is maintained on a “claims made” basis, CONSULTANT shall maintain such coverage for an additional three (3) years following termination or expiration of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating any deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less
than ten (10) days prior to the expiration of each policy term. I. Proof of Coverage
The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said certificates and
endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before work
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commences. “CONSULTANT shall provide OC SAN with copies of its insurance certificates and amendatory endorsements affecting coverage. Confidential
information may be redacted from said policies, provided that verification of coverage, name of carriers and agent/broker may not be redacted. Said policies and endorsements shall conform to the requirements herein stated”
The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insurance (General Liability)
The combination of (ISO Forms)
CG 20 10 and CG 20 37 All other additional insured endorsements must be
submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for
OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below.
J. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance
cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or
acquisition of such knowledge. Additionally, the CONSULTANT is required to
notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days
of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle
Fountain Valley, CA 92708
Attention: Contracts, Purchasing & Materials Management Division K. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non
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Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. L. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
M. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it
limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. N. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses. OC SAN will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT’s financial
strength.” O. Defense Costs
The general and automobile liability policies “(except Errors and Omissions/Professional Liability)” shall have a provision that defense costs for all
insureds and additional insureds are paid in addition to and do not deplete any policy limits.
P. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. Q. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the AGREEMENT, as
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requested by OC SAN, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT,
including, but not limited to, any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member.
CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project
team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised of registered
engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services
hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS.
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents, and any other evidence of procedures and
practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and
all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants.
B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of
whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project
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related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the
CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in
obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle
Fountain Valley, CA 92708 Attention: Irene Green Copy: Nasrin Nasrollahi, Project Manager CONSULTANT: Black & Veatch Corporation Matthew Thomas, PE
220 Commerce, Suite 200 Irvine, CA 92602
All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
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CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in
accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to
furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does
not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it
agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment.
B. Air Pollution CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208).
D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the
following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
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18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this
document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities,
causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s
general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in
carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
(A) the active negligence or willful misconduct of the Indemnified Parties; or
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(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor
CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense
obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
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25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully
complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will
be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement Such support must be
provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or
otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final
Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
27. CONSULTANT’s OPINIONS OF COST
“OC SAN acknowledges that construction estimates, financial analyses and feasibility projections are subject to many influences including, but not limited to, price of labor and materials, unknown or latent conditions of existing equipment or structures, and time or quality of performance by third parties. OC SAN acknowledges that such influences may not be precisely forecasted and are beyond the control of CONSULTANT and that actual costs incurred may vary substantially from the estimates prepared by CONSULTANT.
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 20 of 21
CONSULTANT does not warrant or guarantee the accuracy of construction or development cost estimates.”
THIS SECTION INTENTIONALLY LEFT BLANK
PSA PROJECT NO. PS23-04
Revised 073024 DIGITAL ASSET MANAGEMENT STUDY
Page 21 of 21
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: BLACK & VEATCH CORPORATION
By _______________________________ _________________ Date __________________________________________________
Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By _______________________________ _________________ Ryan P. Gallagher Date
Board Chairman
By _______________________________ _________________ Kelly A. Lore Date Clerk of the Board
By _______________________________ _________________ Kevin Work Date Purchasing & Contracts Manager
Attachments: Attachment “A” – Scope of Work
Attachment “B” – Labor Hour Matrix Attachment “C” – Not Attached Attachment “D” – Allowable Direct Costs
Attachment “E” – Fee Proposal Attachment “F” – Not Used Attachment “G” – Not Attached
Attachment “H” – Not Used Attachment “I” – Cost Matrix and Summary Attachment “J” – Not Attached Attachment “K” – Minor Subconsultant Hourly Rate Schedule Attachment “L” – Contractor Safety Standards Attachment “M” – Not Attached IG:xx
PS23-04 – SOW
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ATTACHMENT "A"
SCOPE OF WORK
Digital Asset Management Plan
Project No. PS23-04
TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................................... 2
II. BACKGROUND AND GENERAL PROJECT DESCRIPTION ................................................... 2
BACKGROUND ........................................................................................................................... 2
GENERAL PROJECT DESCRIPTION .................................................................................... 2
III. PROJECT SCHEDULE ...................................................................................................................... 3
IV. PROJECT EXECUTION ................................................................................................................... 3
TASK 1 – Review Asset Registries and Recommend Improvements ...................................... 3
Task 1.1 – Improvement Opportunities ............................................................................. 3
Task 1.2 – Database Management ..................................................................................... 4
Task 1.3 – Reformatting Asset Registries - Optional ........................................................ 5
TASK 2 – Develop Risk Assessment Framework ...................................................................... 5
Task 2.1. Consequence Of Failure .................................................................................... 5
Task 2.2. Risk Score .......................................................................................................... 6
Task 2.3. Implementation Of Risk Assessment Framework ............................................. 6
TASK 3 – Design Asset Management and Maintenance Dashboards ..................................... 6
Task 3.1 – Dashboard Development ................................................................................. 6
Task 3.2 – Dashboard Implementation .............................................................................. 7
TASK 4 - Identify Future Am Program Improvement Opportunities .................................... 7
TASK 5 – Prepare Final Report ................................................................................................. 7
TASK 6 – Project Management .................................................................................................. 8
Task 6.1 Project Management Progress Meetings ............................................................ 8
Task 6.2 Project Schedule ................................................................................................. 8
Task 6.3 Progress Reports ................................................................................................. 8
Task 6.4 Project Invoices .................................................................................................. 9
TASK 7 – Meetings And Workshops .......................................................................................... 9
TASK 8 – Quality Control ......................................................................................................... 10
V. GENERAL REQUIREMENTS ........................................................................................................ 10
GENERAL .................................................................................................................................. 10
Working Hours ................................................................................................................ 10
Software .......................................................................................................................... 11
EXHIBITS ................................................................................................................................................ 12
PS23-04 – SOW
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I. SUMMARY
Provide professional engineering services to develop a Digital Asset Management Plan for the
Orange County Sanitation District.
II. BACKGROUND AND GENERAL PROJECT DESCRIPTION
BACKGROUND
In 2019, OC SAN re-structured its organization and created an asset management team
comprised of a core team of Asset Engineers (AE) to be the “ambassadors” for their assigned
areas. The AEs track all major, critical assets (both linear and vertical types) in Excel files
called “Asset Registries.” Information in the Registries include project numbers of asset
installation, year of installation, location-based unique identifiers (Loop Tag Number), condition
details and estimates of remaining useful life (RUL).
The AEs work with the O&M area teams to keep asset registry information up-to-date,
investigate asset issues, resolve problems, understand the condition of all major assets, and
develop short-term to long-term plans for those assets. The main delivery for the Asset
Management Team is an annual Asset Management Plan (AMP) which in part summarizes the
monthly presentations given to the Asset Management Council (AMC). These presentations
include a summary of condition scorings for the major assets, key issues or concerns for the
area, and recommended short-, medium- and long-term (or 1-, 5- and 10-year) plans to ensure
OC SAN assets will operate reliably to deliver the required level of service at the lowest
lifecycle cost with an acceptable level of risk.
The following information is provided as an example for the asset registries, AMC
presentations and 2023 AMP:
• Asset registries for all process areas at Plant Nos. 1 and 2, and pump stations (See
Exhibit 1 for examples),
• Presentations to the monthly AMC (See Exhibit 2 for examples),
• 2023 AMP (Exhibit 3).
GENERAL PROJECT DESCRIPTION
This project will improve OC SAN’s asset management program by improving the asset
registries, incorporating business intelligence (BI) solutions and creating a risk assessment
framework. The project will take existing information collected and developed by the OC SAN
AEs, available Maximo maintenance reports, financial data, and GIS based information to
produce a digital asset management program that includes informative PowerBI dashboards,
and a framework for risk-based decision making based on the assets’ criticality and
consequence of failure. A digital asset management program will enhance the sharing and
analysis of asset data and improve decision making.
PS23-04 – SOW
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III. PROJECT SCHEDULE
Table 1 lists the time frames associated with each major project deliverable and with OC SAN’s
review and approval of those deliverables. CONSULTANT shall comply with the deadlines
indicated in that table.
Table 1 – Project Milestones and Deadlines
MILESTONE DEADLINE
Kickoff Meeting The kickoff meeting will be scheduled to
coincide with the Project Notice to Proceed
(NTP).
Submit draft Technical Memorandum 1
(TM 1)
80 workdays from the Project NTP.
OC SAN Review of draft TM 1 10 workdays from receipt of Draft TM 1
Submit draft Technical Memorandum 2
(TM 2)
80 workdays from receipt of OC SAN
comments on draft TM 1.
OC SAN Review of draft TM 2 10 workdays from receipt of Draft TM 2
Submit draft Technical Memorandum 3
(TM 3)
70 workdays from receipt of OC SAN
comments on draft TM 2.
OC SAN Review of draft TM 3 10 workdays from receipt of Draft TM 3
Submit draft Technical Memorandum 4
(TM 4)
50 workdays from receipt of OC SAN
comments on draft TM 3.
OC SAN Review of draft TM 4 10 workdays from receipt of Draft TM 4
Submit Draft Project Report 30 workdays from receipt of OC SAN
comments on draft TM 3.
OC SAN Review of draft Project Report 15 workdays from receipt of draft Project
Report
Submit Final Project Report 20 workdays from receipt of OC SAN
comments on draft Project Report.
OC SAN will consider an alternative CONSULTANT-proposed schedule provided it is
consistent with OC SAN resources and schedule constraints and adds value to OC SAN.
IV. PROJECT EXECUTION
TASK 1 – Review Asset Registries and Recommend Improvements
Task 1.1 – Improvement Opportunities
OC SAN AEs maintain 35 asset registries in MS Excel format for Plant Nos. 1 and 2, and pump
stations. These registries track major civil, mechanical, structural, electrical and instrumentation
assets. CONSULTANT shall review existing asset registries for the different process areas and
PS23-04 – SOW
Page 4 of 12
identify inconsistencies and discrepancies within the asset registries. CONSULTANT shall
conduct up to three (1.5 hours each) interviews and consultations with the area engineers to
understand current asset management tracking practices, challenges, and remaining useful life
calculations and identify gaps and discrepancies in the asset registry data. Recommendations
and best practices shall be developed to ensure consistency and accuracy in asset registry
tracking, including guidance on standardizing data formats and naming conventions.
After the review, CONSULTANT shall provide recommendations and strategies for improving
the consistency and accuracy of asset registries and to propose efficient methods for
maintaining and updating asset registries in the future. This Task includes providing general
guidelines of what type of assets shall be included in the registries based on criticality and
consequence of failure.
NOTE: Asset registries for gravity sewers are excluded from this task.
Task 1.2 – Database Management
The asset registries are currently in Excel format, saved on OC SAN SharePoint. The
CONSULTANT shall identify the best asset registry system architecture for easy access,
maintenance, and compatibility for the risk assessment framework and asset management
dashboards (Tasks 2 and 3).
Based on the findings from data review and interviews, the CONSULTANT shall develop a set
of recommendations for asset registries database management. The recommendations will be
discussed in a workshop with the AEs and OC SAN IT staff to share the objectives of the asset
registry database and to identify the best solution. The format of the datasets, the location of
the data (e.g., cloud, OC SAN SharePoint), security considerations, and access shall be
included in the discussions. During the workshop, the preferred database format and
architecture will be selected.
CONSULTANT shall use three test asset registries (one process area at Plant No. 1, one
process area at Plant No. 2, and one of the Pump Stations- total 3 out of 35 asset registries)
and bring them to the new format based on the selected data architecture and feedback from
IT. The implementation will be supported by the OC SAN IT Department for access and
security.
CONSULTANT shall:
1. Prepare and submit a draft Technical Memo 1 detailing findings, recommendations, and
implementation strategies.
2. Prepare and submit a Final Technical Memo 1.
3. The Draft and Final Technical Memo 1 shall be submitted in both native format
(including all graphics and drawings) and searchable PDF format.
4. Implementation of the new asset registry database for 3 selected test areas.
NOTE: Asset registries for gravity sewers are excluded from this task.
PS23-04 – SOW
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Task 1.3 – Reformatting Asset Registries - Optional
CONSULTANT shall provide level of effort for full implementation of OC SAN asset registries in
the new selected database format including reformatting, cleaning up data and exporting to the
new selected data architecture. This Task is optional and will be discussed during project
negotiation with selected CONSULTANT. CONSULTANT shall assume up to 300 hours for this
optional task.
Deliverables:
1. Draft Technical Memo 1
2. Final Technical Memo 1
3. Asset Registry Database for 3 selected process areas
TASK 2 – Develop Risk Assessment Framework
CONSULTANT shall develop a framework for risk-based analysis using asset criticality
(consequence of failure) and remaining useful life (likelihood of failure). The risk scoring system
shall take into account asset condition and age, redundancy (backup and standby units),
performance and reliability (based on history of corrective maintenance, condition monitoring
data, spare parts availability and obsolescence) and other factors as recommended by the
CONSULTANT and agreed upon by OCSAN. OC SAN has already developed remaining useful
life (RUL) scores based on asset age, condition, performance and other factors for every
major, critical asset. The RUL score is rated from 1 to 5, assets with score of 1 have more than
20 years of remaining useful life, and assets with a score of 5 have less than 5 years remaining
useful life. Field based condition assessment information is used for RUL when available. The
Consequence of Failure (CoF) for the major, critical assets shall be formulated as part of Task
2. As part of this Task, CONSULTANT shall recommend the approach for CoF and risk
assessment framework to be at the asset level, or process level. The recommended approach
shall be discussed with OC SAN in a workshop and the selected approach will be used for
implementation (Task 2.3).
The goal of this framework is to help OC San prioritize future projects and optimize the capital
improvement and small project delivery program. The benefits include increased asset
reliability, lower maintenance costs and lower risk of asset failure.
NOTE: The gravity sewer system is included in this task.
Task 2.1. Consequence Of Failure
Using available data, Consultant shall suggest a straightforward method for determining the
Consequence of Failure (CoF) for major, critical assets either at asset level or process level.
This evaluation shall consider environmental, social, and financial impacts, applying a triple
bottom line approach to measure the effects of asset failure on level of service. This process
will ensure that the importance and potential impact of each asset (or asset groups) failing are
clearly understood and quantified, allowing for an effective risk-based decision making.
CONSULTANT shall develop an appropriate criticality scoring methodology for critical assets in
main process areas (gravity sewers and pump stations, preliminary, primaries, secondaries,
PS23-04 – SOW
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solids handling, Cengen and gas handling). After developing the methodology, CONSULTANT
shall lead up to three 2-hour workshop with OC SAN team to discuss asset criticality scoring
methodology and receive feedback from OC San stakeholders.
Task 2.2. Risk Score
Asset risk shall be scored using the RUL and CoF for the major, critical assets either at asset
level or process level. The resulting risk score shall be plotted on a risk matrix and assets (or
group of assets) with high likelihood of failure and high consequence of failure shall be
prioritized for repairs or replacement.
CONSULTANT shall:
• Meet with OC SAN asset engineers to understand how the remaining useful life scores
have been developed based on field condition assessments and asset age.
• Develop the risk-based prioritization framework based on LoF and CoF and include
feedback from OC SAN.
Task 2.3. Implementation Of Risk Assessment Framework
CONSULTANT shall develop the CoF and risk assessment scores for each major critical asset
in three process areas that were selected as part of Task 1.2. The CoF shall meet all the
requirements listed under Task 2.1 and 2.2. The results of this task shall be summarized in
Technical Memo 2 outlining the CoF score in a table format and the basis for the scoring
system.
CONSULTANT shall recommend how the risk scores will be implemented and used to better
prioritize future projects.
Deliverable:
• Draft Technical Memo 2 - A risk-based prioritization approach, outlining details of
methodology, data used, and the Consequence of Failure approach. The memo shall
also detail the scoring system and method for calculating risk scores.
• Final Technical Memo 2 - A risk-based prioritization approach.
TASK 3 – Design Asset Management and Maintenance Dashboards
CONSULTANT shall develop and implement up to 12 business intelligence dashboards
tailored to the specific needs of OC SAN. The dynamic asset management dashboards will be
developed using a business intelligence software to support visualization of the major, critical
assets, maintenance key performance indicators, condition assessments, remaining useful life
of assets, risk-based prioritization, etc.
Task 3.1 – Dashboard Development
In an initial workshop, CONSULTANT shall meet with OC SAN stakeholders to review the OC
SAN goals for dashboard development, present sample dashboard content that may be
beneficial to OC SAN, and review the Key Performance Indicators that the asset management
PS23-04 – SOW
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team is currently presenting in the AMP, Chapter 3. Based on the meeting discussion,
CONSULTANT shall propose up to 12 different draft asset management dashboards using
Microsoft Power BI to support the goals of the asset management program and stakeholder
needs. A second workshop will be scheduled to present the draft dashboards to OC SAN
stakeholders for feedback and comments. Dashboard design and layout shall be finalized
based on the feedback from stakeholders. The dashboards may use SQL queries, data import
from SharePoint, or other databases maintained by OC SAN.
Task 3.2 – Dashboard Implementation
After finalizing the format and content of the selected dashboards, CONSULTANT shall work
with the OC SAN IT Department to implement the dashboards in the selected platform, create
data connections, and create selected visualizations for each dashboard. OC SAN IT will
provide the support needed for data access and security concerns. If any required data
sources are not currently available or not in the correct format (column names and format),
CONSULTANT shall generate a representative mock dataset (test data) in the appropriate
format to generate dashboards. This step ensures that all queries and logic behind each
dashboard are correct and full implementation will be possible in the future.
Data sources assumed for this application include near-real-time data from the OC SAN
Sharepoint system, daily reports from Maximo, SCADA system, the OC San GIS database,
Info360 Asset database for OC SAN’s linear assets, and other available OC SAN datasets.
Deliverables:
• Draft Technical Memo 3- Asset Management Maintenance Dashboards Summary
Report including business solution platform selection, dashboard content and data
sources.
• Final Technical Memo 3 - Asset Management Maintenance Dashboards Summary
Report.
• Up to 12 Dynamic Business Intelligent Dashboards.
TASK 4 - Identify Future Am Program Improvement Opportunities
CONSULTANT shall identify future improvement opportunities for the OC San Asset
Management Program, which may include improving our RUL scoring process, how to optimize
OC San CIP planning, life cycle costing, updating and improving the dashboard, and other
automation recommendations. If any of the recommended data for future dashboard creation is
not currently available, CONSULTANT shall provide recommendations for collecting the data
and reports and how to use them for future improvement opportunities. CONSULTANT shall
prioritize opportunities for improvements in asset management practices and identify specific
actions required by OC SAN to achieve the recommended improvement opportunities.
TASK 5 – Prepare Final Report
Prepare a Draft Final Project report that integrates the information developed in Tasks 1
through 3 of this scope of work. The report shall also include the recommendations developed
as part of Task 4 as a separate chapter. A final workshop will be held to review the final project
draft document. After acceptance of the draft report, the CONSULTANT shall submit final
PS23-04 – SOW
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report document and electronic files in native electronic format (MS Word, PDF and PowerBI
source files).
Deliverables:
• Draft Final Report
• Final Report
TASK 6 – Project Management
CONSULTANT shall be responsible for managing CONSULTANT’s project execution,
schedule, budget, and coordination with other projects. CONSULTANT shall be responsible for
managing all subconsultants, including the assignment of scope, management of deliverables
and schedules, reporting of progress, invoicing, and quality control.
Task 6.1 Project Management Progress Meetings
CONSULTANT shall prepare an agenda and conduct monthly project management meetings
with OC SAN’s Project Manager and CONSULTANT’s Project Manager. The purpose of the
meetings will be to review CONSULTANT’s overall project progress and monthly Progress
Report. Other meetings shall be scheduled on an as-needed basis.
Task 6.2 Project Schedule
CONSULTANT shall create a detailed project schedule. The schedule shall include milestones
for all dates listed in Section III – Project Schedule. Schedule updates shall be submitted with
the monthly Progress Report.
At a minimum, the schedule shall indicate the following:
1. Projected start date and finish date for each activity
2. Each project task and subtask in the WBS with predecessors and successors
3. Major meetings and workshops
4. Physical percent complete for each activity in the WBS and percent complete by Phase
Task 6.3 Progress Reports
CONSULTANT shall submit monthly progress reports at the same time as monthly invoices
that include the following contents:
• Work activities completed to date, in the current reporting period, and projected for the
coming month.
• A brief description of outstanding issues and their potential for impact on scope,
schedule (design and construction), budget (design and construction) and quality.
• Potential changes in the project scope or design scope.
PS23-04 – SOW
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• Budget status including estimates of actual costs to date, earned value, costs to
complete, and costs at completion.
• Schedule status with a description of any variances between scheduled and forecasted
milestone dates.
• A discussion of corrective actions to be taken to avoid or mitigate cases where the
project schedule is expected to be delayed.
Task 6.4 Project Invoices
The invoices shall document the man-hours and billing rate for each person that works on the
project. Overhead, profit and any direct costs shall also be shown for each task. As part of the
summary section of the invoice, CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget Amount Remaining
• Current billing period “total percent invoiced to date”
Approval of an invoice by OC SAN requires a Progress Report for the period covered by the
invoice. Payment of an invoice will be delayed until the Progress Report is submitted.
OC SAN will provide a sample invoice structure to CONSULTANT at the beginning of the
project.
TASK 7 – Meetings And Workshops
CONSULTANT shall hold meetings and workshops throughout the project to keep OC SAN
appraised of the job, review work-in-progress, share information, discuss project submittals,
present findings of technical analyses, receive and resolve comments, and obtain decisions
and direction by OC SAN staff. This task defines the major meetings and workshops to be held
by the CONSULTANT.
CONSULTANT shall assume the following meetings will be required.
PS23-04 – SOW
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Task Description Number of
Workshops Proposed Topics
N/A Project Kickoff 1 1 hour - Discuss Project overview, and
objectives, project team, and schedule
1 Asset Registries 3 1.5 hour – Asset Registries
2 Dynamic Asset
Management Dashboard
Workshops
2 Initial workshop with Stakeholders to
discuss the intent and available data
and second workshop to present draft
dashboards and receive feedback.
3 Consequence Of Failure Up to 3 2-hour workshops discussing CoF
3 Risk Assessment
Workshop
1 Risk Assessment Framework
4 Future AM Opportunities 1 Future improvement opportunities
CONSULTANT shall transmit the minutes to the OC SAN Project Manager within 3 business
days of the meeting in OneNote using OC SAN’s template, or an approved substitution.
A copy of all comments on project issues obtained by CONSULTANT from OC SAN staff
without direct OC SAN Engineering Project Manager’s involvement shall be submitted for the
Project Manager’s approval within three business days of receipt.
CONSULTANT shall develop a detailed agenda for these workshops at the beginning of the
project, and coordinate with the SANITATION DISTRICT’s Project Manager to set tentative
dates, material to be covered, and attendee lists for each.
TASK 8 – Quality Control
Quality Control Requirements
CONSULTANT shall be responsible for the technical adequacy and quality control of his work.
Prior to the submittal to OC SAN, each portion of a submittal shall be thoroughly reviewed and
corrected by a member of the CONSULTANT’s QC Team.
The reviewer shall attest to their review in the form of a written affidavit outlining the submittal
subject and identifying the corrected deficiencies.
V. GENERAL REQUIREMENTS
GENERAL
WORKING HOURS
Meetings with OC SAN staff shall be scheduled from Monday through Thursday between the
hours of 8:00 AM and 4:00 PM. CONSULTANT shall refer to the Engineering Design
PS23-04 – SOW
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Guidelines, Chapter 01, Section 01.3.5 “CONSULTANT Inspection of Treatment Facilities” for
further requirements.
SOFTWARE
The CONSULTANT is expected to develop and provide the deliverables using the standard
software currently approved for use by OC SAN. The standard OC SAN software includes,
but is not limited to, the following:
o Windows 10 Professional
o Esri software ArcGIS Pro 3.x (eGDB, fGDB, shapefile, or REST formats)
o Microsoft Edge
o AutoCAD Plant 3D ver 2024 (for P&ID drawings only)
o AutoDesk software 2024 (AutoCAD, AutoCAD Map3D or compatible dwg file format)
o Microsoft Office 360
o Microsoft Power BI
o Maximo 7.6.x
o Primavera P6 for scheduling
o Database software as defined elsewhere in the project Scope of Work
o On-premise SQL Databases
Any software that the CONSULTANT needs to comply with these standards shall be purchased
and maintained by the CONSULTANT at no additional cost to OC SAN. In the event OC SAN
provides the CONSULTANT with access to OC SAN software and hardware at an OC SAN
facility in order to facilitate performance of their work, all software shall remain the property of
OC SAN. Only software licensed to OC SAN shall be installed on OC SAN equipment. In
addition, only OC SAN IT Department staff will perform the installation of this software.
PS23-04 – SOW
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EXHIBITS
additional referEnce material available:
(Available with the solicitation documents, in PlanetBids)
Exhibit 1 Sample Asset Registries for Areas 11, 20 & 22
Exhibit 2 Sample Monthly Asset Management Council Presentations for
Areas 10, 20 & 22
Exhibit 3 2023 Asset Management Plan
NN:bw
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4096 Agenda Date:3/5/2025 Agenda Item No:4.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ON-CALL COATING INSPECTION AND CORROSION TESTING SERVICES FOR ORANGE
COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES
ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA 2025-001
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve Professional Services Agreements to provide on-call Coating Inspection and Corrosion
Testing Services for Orange County Sanitation District’s Capital Improvement Program,Facilities
Engineering,Operations,and Maintenance Projects,PSA2025-001,for a three-year period
commencing May 1,2025,through April 30,2028,with two one-year renewal options,for an amount
not to exceed $500,000 per individual agreement ($1,500,000 total) with the following three firms:
·Corrpro Companies, Inc.
·Diversified Project Services International, Inc.
·TKE Engineering, Inc.
BACKGROUND
The Orange County Sanitation District (OC San)uses outside specialty consultants for coating
inspection and corrosion testing services to support the Capital Improvement Program,Small
Construction Projects,and Maintenance Projects during the planning,design,and construction of
facilities both inside the plants and for the collection systems.These services are essential to ensure
that contractors install coatings and corrosion control system per manufacturer and specification
requirements.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·1, 5, 20-year planning horizons
·Comply with California Government Code §4526:Select the “best qualified firm”and
“negotiate fair and equitable fees”
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File #:2025-4096 Agenda Date:3/5/2025 Agenda Item No:4.
PROBLEM
The current on-call coating inspection and corrosion testing services agreements are expiring in April
2025.Without new agreements,OC San would not be able to ensure coating and corrosion control
systems are properly installed.
PROPOSED SOLUTION
Approve three Professional Services Agreements to provide on-call coating inspection and other
corrosion testing services for collection system and treatment plant projects for up to a five-year
period ending in April 2030.
The agreements will cover a three-year period with two one-year renewal options.The
recommended agreement amounts are based on the number and type of testing and inspections
utilized in the past and the anticipated needs going forward.Staff will use these consultants on an as
-needed basis.
TIMING CONCERNS
Delaying the new agreements will prevent the use of these services to support collection system and
treatment plant projects.
RAMIFICATIONS OF NOT TAKING ACTION
Increased risk of construction quality and code compliance issues executing the Capital Improvement
Program, Small Construction Projects, and Maintenance Projects.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
On September 25,2024,OC San issued a Notice to Prospective Proposers to over 1,500 vendors
which outlined the timeline for the solicitation.On October 8,2024,OC San requested and
advertised for proposals.Four companies identified themselves as potential proposers,so an
adequate response was expected.
Three proposals were received on November 21,2024.The proposals were evaluated in
accordance with the evaluation process set forth in OC San’s Purchasing Ordinance by a pre-
selected Evaluation Team consisting of OC San staff:two Construction Inspection Supervisors,two
Senior Construction Inspectors,and one Senior Safety and Health Specialist.The Evaluation Team
also included one non-voting representative from the Contracts Administration Division.
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File #:2025-4096 Agenda Date:3/5/2025 Agenda Item No:4.
The following evaluation criteria were described in the RFP and used to evaluate the proposals.
CRITERION WEIGHT
Project Approach and Scope of Work Understanding 25%
Staff Qualifications 40%
Professional Registration and Experience 35%
The Evaluation Team scored the proposals on the established criteria as summarized in the table
below:
Rank Firm Approach and
Understanding
(Max 25 Pts.)
Staff
Qualifications
(Max 40 Pts.)
Experience
(Max 35
Pts.)
Total Score
(Max 100 Pts.)
1 Corrpro Companies,
Inc.
18 33 23 74
2 Diversified Project
Services International,
Inc.
18 27 25 70
3 TKE Engineering, Inc.16 19 18 53
Based on the evaluation, all three firms were found to be qualified.
Review of Fee Proposal and Negotiations:
The fee proposals for the selected firms were opened on January 23,2025,and the rates were
reviewed for general conformance and found to be acceptable.Staff recommends approval of the
agreements to Corrpro Companies,Inc.,Diversified Project Services International,Inc.,and TKE
Engineering, Inc.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs
for the proposed Professional Services Agreements are contained within the approved CIP project
budgets and no additional funding is necessary.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Professional Services Agreements
RC:lb
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
CORRPRO COMPANIES, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Coating Inspection and Corrosion Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this
work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those
project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its
subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and
recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated.
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CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status,
spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the
satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or
deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions.
D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was
disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination
shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract
duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage
shall be included in the hourly rates and will not be allowed as additional costs.
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B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis; provided, however, CONSULTANT shall in any event be paid within sixty (60) days of receipt of any undisputed invoice by
OC SAN. C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for
compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or
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request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN;
or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq,
CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the
DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the
Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional
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services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights,
whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed
prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any
other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General
i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN.
ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State
Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below
“B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to
CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under
this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the
period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000)
aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for
the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual
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liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and
severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground)
and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by
subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant,
contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its
Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance
premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.
C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required,
as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which,
when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability.
D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability
coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance
If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
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F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
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endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
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J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
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9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
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CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
CORRPRO COMPANIES, INC. 23309 La Palma Avenue Yorba Linda, CA 92887 Attention: Sarvjit Singh, Engineering Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
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through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the
following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
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E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN and agreed to with CONSULTANT, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at
CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents
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(collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties,
costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively,
“Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent,
recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless
of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements
and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any
rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the
payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In
PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 15 of 17
the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified
Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the
Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement
within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit
of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be
provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final
Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for
final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the
PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 16 of 17
CONSULTANT’s request for final Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: CORRPRO COMPANIES, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-001 Page 1 of 7
ATTACHMENT “A”
SCOPE OF WORK
COATING INSPECTION AND CORROSION TESTING SERVICES FOR THE OC SAN’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-001
I. PURPOSE
The selected CONSULTANT shall provide on-call coating inspection and corrosion testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system, fabrication shops and manufacturers) located throughout Orange County. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
PROJECT SUPPORT ACTIVITIES:
Participate in project start-up meetings, weekly job meetings, and other special interest meetings as required to discuss procedures, progress, problems, or outstanding issues. CONSULTANT shall maintain orderly files for all correspondence, reports, job
conferences, drawings, submissions, reproductions, and original contract documents including all addenda, supplemental drawings, records of materials and all other project-related documents. The files shall be maintained and turned over to the OC SAN in a
summary report.
CONTRACT COMPLIANCE:
Ensure that the requirements of project contract documents and Manufacturer’s Technical Data Sheets for the various materials and coating systems are strictly followed. ASTM D3276, Standard Guide for Painting Inspectors (Metal Substrates), shall be used as a guideline for proper procedures. All NACE International, SSPC, ASTM, ICRI, and ACI standards and guidelines shall be used where applicable including, but
not limited to, those detailed herein.
COATINGS INSPECTION:
Verifications of the Contractor’s compliance with the specifications shall be accomplished by performing and making record of the following tasks in accordance with the contract documents, with applicable cited standards, and with the appropriate
calibrated instruments for each, including, but not limited to:
PSA2025-001 Page 2 of 7
1. Job Hazard Analysis (JHA) – Conduct JHA with Contractor and OC SAN Safety Representative and monitor and maintain safe work practices. The Coating Inspector
shall have the authority to stop work if on-site personnel are in perceived danger. 2. Submittal Review – CONSULTANT may be called upon to review and comment on
shop drawings and material submittals, as well as review and comment on request-for-information submittals from the Contractor.
3. Pre-Surface Preparation – Inspect the surfaces to be prepared to assure that salts, grease and oil, and other contaminants, have been removed, fins, and sharp edges are removed as specified, and that, for concrete, any defects such as spalling,
unsound concrete, exposed/corroding rebar, and/or leaks have been corrected. 4. Protective Coverings – Examine the protective coverings to assure placement that will prevent contamination of other surfaces not to be subjected to overblast or overspray. 5. Ambient Conditions – Monitor the air and surface temperatures, relative humidity, and dew point periodically each day to assure that the work is done under proper
environmental conditions. 6. Compressed Air Cleanliness – Check all quality operations requiring compressed air
such as for blast cleaning or substrate blowing down to assure that the air supply is adequately free of moisture and oil contaminants.
7. Surface Preparation – Initially, examine the surface preparation hydroblasting and/or abrasive blasting equipment for adequacy to do the work, as specified. Verify that the proper degree of cleaning (e.g., salts, acids, etc.) and surface profile (anchor pattern
or roughness) has been achieved, and shall identify areas of insufficient or inadequate cleaning for repair and rework prior to the application of any resurfacing mortar or linings. Concrete substrates shall be evaluated for efflorescence, laitance,
crazing, cracks, crevices, bugholes, weeping, leaks, form release agents, and any other uncoatable conditions. The surfaces to be coated shall be evaluated for pH, moisture content, cleanliness, substrate cure, and time between coats, prior to
coating, where applicable. 8. Coating and Substrate Repair Material Mixing – Observe the mixing of coatings and substrate repair material to assure that all components are added and proportioned correctly and that equipment metering devices are functioning properly. Verify that any materials used are approved and that they are not used when the pot or shelf life have been exceeded.
9. Coating and Substrate Repair Material Application – Examine the application equipment for cleanliness and adequacy to do the work, consisting of complete monitoring of the Contractor’s plural component or airless equipment including
temperatures, metering, stroke cycles, and material drum temperatures. Observe application techniques to assure proper coverage without detrimental runs, sags, pinholes, or other visually evident deficiencies. In addition to verifying proper
preparation and resurfacing assure that the various quality control considerations during the application of coating to concrete, steel, or other substrates, are also
PSA2025-001 Page 3 of 7
completed by the Contractor (i.e., pH, salts, surface moisture content, out-gassing, back-rolling, ambient temperature, surface temperature, dew point, profile,
cleanliness, etc). 10. Wet Film Thickness – Make spot checks of the wet film thickness so that corrections
to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried or cured. Wet film thickness measurements shall be made in accordance with ASTM D4414-95(2007)
Standard Practice for Measurement of Wet Film Thickness by Notch Gages, and in compliance with contract documents.
11. Dry Film Thickness – Determine the dry film thickness of each coat to assure that it complies with the contract document requirements and Manufacturer’s instructions. Film thicknesses shall be estimated through a combination of visual, WFT (wet film thickness), theoretical coverage calculation techniques, and electronic measuring devices in accordance with SSPC-PA 2, Measurement of Dry Coating Thickness with Magnetic Gages, and SSPC-PA 9, Measurement of Dry Coating Thickness on Cementitious Substrates Using Ultrasonic Gages, as applicable. Gauges shall be calibrated prior to each use and have a capable range of 1 to 200 mils, or as
required for the coating system. 12. Holiday Detection – Verify operability of Contractor’s high-and low-voltage holiday
detection equipment and shall witness, or conduct where necessary, 100 percent holiday detection by Contractor in accordance with NACE International SP0188-2006 (formerly RP0188), Discontinuity (Holiday) Testing of New Protective Coatings on
Conductive Substrates, and the contract document requirements. 13. Coating Repair – Witness and monitor repairs of coatings, including those identified
through holiday testing, to insure that surface preparation, coating mixing, and application are in compliance with manufacturer’s published information, or manufacturer’s representative.
14. Adhesion Testing – Install dollies, perform scoring when required, and perform adhesion testing of the cured system in accordance with ASTM D4541-09 Standard
Test Method for Pull-Off Strength of Coating using Portable Adhesion Tester, ASTM D7234 – 12 Standard Test Method for Pull-Off Adhesion Strength of Coatings on Concrete Using Portable Pull-Off Adhesion Testers, ASTM C1583-04 Standard Test Method for Tensile Strength of Concrete Surfaces and the Bond Strength or Tensile Strength of Concrete Repair and Overlay Materials by Direct Tension (Pull-off Method), and in conformance with contract document requirements. 15. Cure Evaluation – Evaluate the final cure of the applied coating or lining in
accordance with the Manufacture’s recommended procedures. 16. Failure Analysis – In cases where there are anomalies or deficiencies noted in
coating application or procedures, provide assistance to the OC SAN through testing, visual inspections, interviews with Contractor, Manufacturer, and OC SAN Staff, and through research in determining the cause or causes of the coating system failure,
as well as making specific recommendations when requested for remediation of the problem.
PSA2025-001 Page 4 of 7
17. Daily Journal – Daily journal and QA/QC reports shall be used to clearly document and flow-chart the coating operations and occurrences for verification of compliance
with contract documents. At a minimum, the verifications noted above shall be recorded. Digital photographs of each day’s activities shall also be recorded. When observed, an NCN (non-compliance notice) shall be written and delivered to the OC
SAN’s representative. The daily journal and QA/QC reports shall be submitted to the OC SAN for review and comment within 24 hours after the day’s work. A draft copy of the day’s work with hours onsite (or hard copy sign in/out sheet) shall be signed by
the OC SAN’s representative and 3rd party inspection, prior to leaving the work site. 18. Final Report – Upon completion, prepare a Final Report. The report shall summarize
the daily inspection reports, make an evaluation of the quality of work that was done and witnessedr, the type and quality of the surface preparation and coating application achieved, final testing summaries, inspection and monitoring equipment used, specialized testing required , and any approved deviations from the original contract documents 19. Coating Specification Development and Review – Develop and provide coating specifications in OC SAN format, as well as providing review and comment on
project-specific specifications. CORROSION TESTING:
Corrosion testing is required for the OC SAN facilities during design to insure compliance with project contract documents during construction, and to evaluate corrosion of existing facilities. Corrosion engineering services shall be provided by the
Corrosion Engineer as follows: 1. Corrosion Soil and Water Testing – Corrosion laboratory soil and water testing shall
be provided for samples collected and delivered by the OC SAN or collected by the CONSULTANT. Soil testing shall include at a minimum: resistivity in ohm-cm (as-received and saturated), electrical conductivity in mS/cm, pH, cations in mg/kg
(calcium, magnesium, sodium, potassium, potassium), anions in mg/kg (carbonate, bicarbonate, fluoride, chloride, sulfate, phosphate), and other tests (ammonium in mg/kg, nitrate in mg/kg, sulfide qualitatively, Redox in mV). Water testing shall include, as a minimum: total alkalinity, ammonia, calcium, carbonate, bicarbonate, carbon dioxide, chloride, dissolved oxygen, fluoride, phosphate, magnesium, nitrate, nitrite, orthophosphate, potassium, pH, Puckorius Index, resistivity, Ryznar Index, sodium, conductivity, sulfate, total dissolved solids, Langelier Index, and Larson’s Ratio. For each test or procedure, the appropriate
ASTM or other standard or published reference shall be listed in the test data table. 2. Cathodic Protection System Testing – Cathodic protection system testing is required
by the OC SAN to verify proper installation in accordance with contract specifications, to insure compliance with NACE SP0169-2007, and to trouble-shoot system deficiencies. Pipe locating, electrical short locating, and electrical continuity
testing using circulating current method, shall be required. 3. Soil Resistivity Testing – Testing of in-situ soil resistivity shall be by ASTM G-57 –
95a Standard Test Method for Field Measurement of Soil Resistivity Using the Wenner Four-Electrode Method at depth of 2.5, 5.0, 7.5, 10.0, and 15.0 foot intervals
PSA2025-001 Page 5 of 7
using equal potential and current probe spacing. In some cases, deeper resistivity measurements may be required.
4. Ultrasonic Thickness Testing – Ultrasonic thickness A-Scan testing is required by the OC SAN to determine wall thickness on steel, ductile- and cast-iron, aluminum, and
copper pipelines and enclosures. A-Scan UT equipment must be capable of displaying wave-form and be echo-to-echo through-coating enabled. In some cases B-Scan testing services may also be required. Ancillary testing will include pit-depth
measurements to within 1 mil, as well as material thickness measurements using micrometer calipers. Data shall be provided both in both tabular and graphical form.
5. X-ray Fluorescence Analysis – Field and laboratory X-ray fluorescence analysis is required in limited cases by the OC SAN to determine material composition. 6. Failure Analysis – In cases where material corrosion is found or suspected, assistance shall provide assistance to the OC SAN through testing, visual inspections, interviews with personal, and through research in determining the cause or causes of the corrosion failure, as well as making specific recommendations when requested for remediation.
III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day, and up to three Coating Inspectors shall be available based upon OC SAN workload requirements. The OC SAN expects the CONSULTANT will arrive at the site
with the correct equipment, calibrated to existing standards with documentation. The OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment.
2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. All test results shall be clearly summarized in a standardized report format and submitted to the OC SAN for review and comment. Coatings reports shall be co-signed
by a NACE International Level III Coating Inspector, or by a registered professional engineer with applicable coatings and linings experience. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation. Reports shall be delivered to the OC SAN within 24 hours after the day’s work. All defects shall be marked with a suitable marker and documented. All production or lack of production and causes shall be noted. All accepted areas shall be noted with a suitable marker. Plans shall also be noted where accepted.
5. All testing work shall be documented in English Standard Units and/or Metric Units, as required by the OC SAN.
6. Coating Inspectors shall be experienced with the various types of industrial coatings and linings applied to concrete, steel, aluminum, and other substrates for waste water
applications.
PSA2025-001 Page 6 of 7
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
8. Coating Inspectors shall be minimum NACE International Level I for steel surfaces and Level 2 for steel and concrete surfaces, and shall work under the direct supervision of
either a NACE International Level III Coating Inspector or registered professional engineer with applicable coatings and linings experience. NACE certification and/or professional registration shall be provided at least 48 hours prior to commencement of
work, as well as documentation of applicable experience not less than five years. 9. For work requiring plastic sheet liner application or inspection, Coating Inspectors shall
be certified for plastic sheet liner installation. Certificates shall be provided at least 48 hours prior to commencement of work. Coatings Inspectors shall probe all PVC welds in addition to conducting holiday testing and/or witnessing testing by the Contractor. 10. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
11. CONSULTANT shall be available to attend pre-construction meetings and other key meetings as the project progresses.
12. All supplies, such as, but not limited to, coatings test equipment, marking paints, PPE (personal protective equipment), multi-gas (H2S, O2, CO, LEL) personal monitors and ANSI-approved body safety harnesses with lanyard for confined-space entry shall be
included in the hourly rate. 13. CONSULTANT must be adequately insured for liability and property damage, and a
copy of the policy must be forwarded to the OC SAN. Vehicles shall bear the CONSULTANT’s name.
14. CONSULTANT shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly
contacted in the field by OC SAN personnel via their cell phone. 15. To accommodate cases where shop-applied or other off-site coating inspection is required, CONSULTANT shall, when requested by the OC SAN, locate and subcontract local, qualified, coating inspectors who can satisfy requirements for inspection and testing, and shall direct the work of the subcontracted coating inspector(s). Billing rates for subcontracted Coating Inspector shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
16. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
17. All personnel shall be CAL-OSHA confined-space trained and certified including, when necessary, training and certification for SCBA (self-contained breathing apparatus) and supplied- air confined-space entries. Certifications shall be submitted to the OC SAN for
review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. Consultant shall provide all their own safety equipment.
PSA2025-001 Page 7 of 7
18. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel.
a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite.
19. Personnel shall be, or work under the direction of, a NACE Cathodic Protection Specialist, or a registered professional engineer with applicable cathodic protection
system design and testing experience. 20. Corrosion engineering personnel performing soil and water testing, soil resistivity testing,
UT testing, x-ray florescence analysis, and corrosion failure analysis shall be, or work under the direction of, a NACE Corrosion Specialist, or a registered professional engineer with applicable corrosion engineering evaluation and testing experience. 21. The OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from the OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the
Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
22. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the OC SAN, to request payment. Such
requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by
CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up
documentation for each Task.
• Copy of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. The OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
23. If any conflict of interest occurs on a project, the OC SAN shall be notified without delay of the conflict. The OC SAN will evaluate conflict of interest on a case-by-case basis
and advise as to whether it may be waived in each case.
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 1 of 17
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Coating Inspection and Corrosion Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services
and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 2 of 17
writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and
damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly
known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties.
Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew
this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office
review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 3 of 17
B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 6 of 17
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 7 of 17
F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 8 of 17
endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. 5351 Olive Dr., Suite 100 Bakersfield, CA 93308 Attention: Brian Wilson, Mechanical Integrity Division Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 12 of 17
through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the
Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees,
disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related,
directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its
principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party.
Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s
indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 15 of 17
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES
CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will
be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN.
Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 16 of 17
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________
Ryan P. Gallagher Date
Board Chairman
By __________________________________________________ Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager
Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached
Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached
Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration
Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached
Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-001 Page 1 of 7
ATTACHMENT “A”
SCOPE OF WORK
COATING INSPECTION AND CORROSION TESTING SERVICES FOR THE OC SAN’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-001
I. PURPOSE
The selected CONSULTANT shall provide on-call coating inspection and corrosion testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system, fabrication shops and manufacturers) located throughout Orange County. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
PROJECT SUPPORT ACTIVITIES:
Participate in project start-up meetings, weekly job meetings, and other special interest meetings as required to discuss procedures, progress, problems, or outstanding issues. CONSULTANT shall maintain orderly files for all correspondence, reports, job
conferences, drawings, submissions, reproductions, and original contract documents including all addenda, supplemental drawings, records of materials and all other project-related documents. The files shall be maintained and turned over to the OC SAN in a
summary report.
CONTRACT COMPLIANCE:
Ensure that the requirements of project contract documents and Manufacturer’s Technical Data Sheets for the various materials and coating systems are strictly followed. ASTM D3276, Standard Guide for Painting Inspectors (Metal Substrates), shall be used as a guideline for proper procedures. All NACE International, SSPC, ASTM, ICRI, and ACI standards and guidelines shall be used where applicable including, but
not limited to, those detailed herein.
COATINGS INSPECTION:
Verifications of the Contractor’s compliance with the specifications shall be accomplished by performing and making record of the following tasks in accordance with the contract documents, with applicable cited standards, and with the appropriate
calibrated instruments for each, including, but not limited to:
PSA2025-001 Page 2 of 7
1. Job Hazard Analysis (JHA) – Conduct JHA with Contractor and OC SAN Safety Representative and monitor and maintain safe work practices. The Coating Inspector
shall have the authority to stop work if on-site personnel are in perceived danger. 2. Submittal Review – CONSULTANT may be called upon to review and comment on
shop drawings and material submittals, as well as review and comment on request-for-information submittals from the Contractor.
3. Pre-Surface Preparation – Inspect the surfaces to be prepared to assure that salts, grease and oil, and other contaminants, have been removed, fins, and sharp edges are removed as specified, and that, for concrete, any defects such as spalling,
unsound concrete, exposed/corroding rebar, and/or leaks have been corrected. 4. Protective Coverings – Examine the protective coverings to assure placement that will prevent contamination of other surfaces not to be subjected to overblast or overspray. 5. Ambient Conditions – Monitor the air and surface temperatures, relative humidity, and dew point periodically each day to assure that the work is done under proper
environmental conditions. 6. Compressed Air Cleanliness – Check all quality operations requiring compressed air
such as for blast cleaning or substrate blowing down to assure that the air supply is adequately free of moisture and oil contaminants.
7. Surface Preparation – Initially, examine the surface preparation hydroblasting and/or abrasive blasting equipment for adequacy to do the work, as specified. Verify that the proper degree of cleaning (e.g., salts, acids, etc.) and surface profile (anchor pattern
or roughness) has been achieved, and shall identify areas of insufficient or inadequate cleaning for repair and rework prior to the application of any resurfacing mortar or linings. Concrete substrates shall be evaluated for efflorescence, laitance,
crazing, cracks, crevices, bugholes, weeping, leaks, form release agents, and any other uncoatable conditions. The surfaces to be coated shall be evaluated for pH, moisture content, cleanliness, substrate cure, and time between coats, prior to
coating, where applicable. 8. Coating and Substrate Repair Material Mixing – Observe the mixing of coatings and substrate repair material to assure that all components are added and proportioned correctly and that equipment metering devices are functioning properly. Verify that any materials used are approved and that they are not used when the pot or shelf life have been exceeded.
9. Coating and Substrate Repair Material Application – Examine the application equipment for cleanliness and adequacy to do the work, consisting of complete monitoring of the Contractor’s plural component or airless equipment including
temperatures, metering, stroke cycles, and material drum temperatures. Observe application techniques to assure proper coverage without detrimental runs, sags, pinholes, or other visually evident deficiencies. In addition to verifying proper
preparation and resurfacing assure that the various quality control considerations during the application of coating to concrete, steel, or other substrates, are also
PSA2025-001 Page 3 of 7
completed by the Contractor (i.e., pH, salts, surface moisture content, out-gassing, back-rolling, ambient temperature, surface temperature, dew point, profile,
cleanliness, etc). 10. Wet Film Thickness – Make spot checks of the wet film thickness so that corrections
to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried or cured. Wet film thickness measurements shall be made in accordance with ASTM D4414-95(2007)
Standard Practice for Measurement of Wet Film Thickness by Notch Gages, and in compliance with contract documents.
11. Dry Film Thickness – Determine the dry film thickness of each coat to assure that it complies with the contract document requirements and Manufacturer’s instructions. Film thicknesses shall be estimated through a combination of visual, WFT (wet film thickness), theoretical coverage calculation techniques, and electronic measuring devices in accordance with SSPC-PA 2, Measurement of Dry Coating Thickness with Magnetic Gages, and SSPC-PA 9, Measurement of Dry Coating Thickness on Cementitious Substrates Using Ultrasonic Gages, as applicable. Gauges shall be calibrated prior to each use and have a capable range of 1 to 200 mils, or as
required for the coating system. 12. Holiday Detection – Verify operability of Contractor’s high-and low-voltage holiday
detection equipment and shall witness, or conduct where necessary, 100 percent holiday detection by Contractor in accordance with NACE International SP0188-2006 (formerly RP0188), Discontinuity (Holiday) Testing of New Protective Coatings on
Conductive Substrates, and the contract document requirements. 13. Coating Repair – Witness and monitor repairs of coatings, including those identified
through holiday testing, to insure that surface preparation, coating mixing, and application are in compliance with manufacturer’s published information, or manufacturer’s representative.
14. Adhesion Testing – Install dollies, perform scoring when required, and perform adhesion testing of the cured system in accordance with ASTM D4541-09 Standard
Test Method for Pull-Off Strength of Coating using Portable Adhesion Tester, ASTM D7234 – 12 Standard Test Method for Pull-Off Adhesion Strength of Coatings on Concrete Using Portable Pull-Off Adhesion Testers, ASTM C1583-04 Standard Test Method for Tensile Strength of Concrete Surfaces and the Bond Strength or Tensile Strength of Concrete Repair and Overlay Materials by Direct Tension (Pull-off Method), and in conformance with contract document requirements. 15. Cure Evaluation – Evaluate the final cure of the applied coating or lining in
accordance with the Manufacture’s recommended procedures. 16. Failure Analysis – In cases where there are anomalies or deficiencies noted in
coating application or procedures, provide assistance to the OC SAN through testing, visual inspections, interviews with Contractor, Manufacturer, and OC SAN Staff, and through research in determining the cause or causes of the coating system failure,
as well as making specific recommendations when requested for remediation of the problem.
PSA2025-001 Page 4 of 7
17. Daily Journal – Daily journal and QA/QC reports shall be used to clearly document and flow-chart the coating operations and occurrences for verification of compliance
with contract documents. At a minimum, the verifications noted above shall be recorded. Digital photographs of each day’s activities shall also be recorded. When observed, an NCN (non-compliance notice) shall be written and delivered to the OC
SAN’s representative. The daily journal and QA/QC reports shall be submitted to the OC SAN for review and comment within 24 hours after the day’s work. A draft copy of the day’s work with hours onsite (or hard copy sign in/out sheet) shall be signed by
the OC SAN’s representative and 3rd party inspection, prior to leaving the work site. 18. Final Report – Upon completion, prepare a Final Report. The report shall summarize
the daily inspection reports, make an evaluation of the quality of work that was done and witnessedr, the type and quality of the surface preparation and coating application achieved, final testing summaries, inspection and monitoring equipment used, specialized testing required , and any approved deviations from the original contract documents 19. Coating Specification Development and Review – Develop and provide coating specifications in OC SAN format, as well as providing review and comment on
project-specific specifications. CORROSION TESTING:
Corrosion testing is required for the OC SAN facilities during design to insure compliance with project contract documents during construction, and to evaluate corrosion of existing facilities. Corrosion engineering services shall be provided by the
Corrosion Engineer as follows: 1. Corrosion Soil and Water Testing – Corrosion laboratory soil and water testing shall
be provided for samples collected and delivered by the OC SAN or collected by the CONSULTANT. Soil testing shall include at a minimum: resistivity in ohm-cm (as-received and saturated), electrical conductivity in mS/cm, pH, cations in mg/kg
(calcium, magnesium, sodium, potassium, potassium), anions in mg/kg (carbonate, bicarbonate, fluoride, chloride, sulfate, phosphate), and other tests (ammonium in mg/kg, nitrate in mg/kg, sulfide qualitatively, Redox in mV). Water testing shall include, as a minimum: total alkalinity, ammonia, calcium, carbonate, bicarbonate, carbon dioxide, chloride, dissolved oxygen, fluoride, phosphate, magnesium, nitrate, nitrite, orthophosphate, potassium, pH, Puckorius Index, resistivity, Ryznar Index, sodium, conductivity, sulfate, total dissolved solids, Langelier Index, and Larson’s Ratio. For each test or procedure, the appropriate
ASTM or other standard or published reference shall be listed in the test data table. 2. Cathodic Protection System Testing – Cathodic protection system testing is required
by the OC SAN to verify proper installation in accordance with contract specifications, to insure compliance with NACE SP0169-2007, and to trouble-shoot system deficiencies. Pipe locating, electrical short locating, and electrical continuity
testing using circulating current method, shall be required. 3. Soil Resistivity Testing – Testing of in-situ soil resistivity shall be by ASTM G-57 –
95a Standard Test Method for Field Measurement of Soil Resistivity Using the Wenner Four-Electrode Method at depth of 2.5, 5.0, 7.5, 10.0, and 15.0 foot intervals
PSA2025-001 Page 5 of 7
using equal potential and current probe spacing. In some cases, deeper resistivity measurements may be required.
4. Ultrasonic Thickness Testing – Ultrasonic thickness A-Scan testing is required by the OC SAN to determine wall thickness on steel, ductile- and cast-iron, aluminum, and
copper pipelines and enclosures. A-Scan UT equipment must be capable of displaying wave-form and be echo-to-echo through-coating enabled. In some cases B-Scan testing services may also be required. Ancillary testing will include pit-depth
measurements to within 1 mil, as well as material thickness measurements using micrometer calipers. Data shall be provided both in both tabular and graphical form.
5. X-ray Fluorescence Analysis – Field and laboratory X-ray fluorescence analysis is required in limited cases by the OC SAN to determine material composition. 6. Failure Analysis – In cases where material corrosion is found or suspected, assistance shall provide assistance to the OC SAN through testing, visual inspections, interviews with personal, and through research in determining the cause or causes of the corrosion failure, as well as making specific recommendations when requested for remediation.
III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day, and up to three Coating Inspectors shall be available based upon OC SAN workload requirements. The OC SAN expects the CONSULTANT will arrive at the site
with the correct equipment, calibrated to existing standards with documentation. The OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment.
2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. All test results shall be clearly summarized in a standardized report format and submitted to the OC SAN for review and comment. Coatings reports shall be co-signed
by a NACE International Level III Coating Inspector, or by a registered professional engineer with applicable coatings and linings experience. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation. Reports shall be delivered to the OC SAN within 24 hours after the day’s work. All defects shall be marked with a suitable marker and documented. All production or lack of production and causes shall be noted. All accepted areas shall be noted with a suitable marker. Plans shall also be noted where accepted.
5. All testing work shall be documented in English Standard Units and/or Metric Units, as required by the OC SAN.
6. Coating Inspectors shall be experienced with the various types of industrial coatings and linings applied to concrete, steel, aluminum, and other substrates for waste water
applications.
PSA2025-001 Page 6 of 7
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
8. Coating Inspectors shall be minimum NACE International Level I for steel surfaces and Level 2 for steel and concrete surfaces, and shall work under the direct supervision of
either a NACE International Level III Coating Inspector or registered professional engineer with applicable coatings and linings experience. NACE certification and/or professional registration shall be provided at least 48 hours prior to commencement of
work, as well as documentation of applicable experience not less than five years. 9. For work requiring plastic sheet liner application or inspection, Coating Inspectors shall
be certified for plastic sheet liner installation. Certificates shall be provided at least 48 hours prior to commencement of work. Coatings Inspectors shall probe all PVC welds in addition to conducting holiday testing and/or witnessing testing by the Contractor. 10. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
11. CONSULTANT shall be available to attend pre-construction meetings and other key meetings as the project progresses.
12. All supplies, such as, but not limited to, coatings test equipment, marking paints, PPE (personal protective equipment), multi-gas (H2S, O2, CO, LEL) personal monitors and ANSI-approved body safety harnesses with lanyard for confined-space entry shall be
included in the hourly rate. 13. CONSULTANT must be adequately insured for liability and property damage, and a
copy of the policy must be forwarded to the OC SAN. Vehicles shall bear the CONSULTANT’s name.
14. CONSULTANT shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly
contacted in the field by OC SAN personnel via their cell phone. 15. To accommodate cases where shop-applied or other off-site coating inspection is required, CONSULTANT shall, when requested by the OC SAN, locate and subcontract local, qualified, coating inspectors who can satisfy requirements for inspection and testing, and shall direct the work of the subcontracted coating inspector(s). Billing rates for subcontracted Coating Inspector shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
16. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
17. All personnel shall be CAL-OSHA confined-space trained and certified including, when necessary, training and certification for SCBA (self-contained breathing apparatus) and supplied- air confined-space entries. Certifications shall be submitted to the OC SAN for
review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. Consultant shall provide all their own safety equipment.
PSA2025-001 Page 7 of 7
18. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel.
a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite.
19. Personnel shall be, or work under the direction of, a NACE Cathodic Protection Specialist, or a registered professional engineer with applicable cathodic protection
system design and testing experience. 20. Corrosion engineering personnel performing soil and water testing, soil resistivity testing,
UT testing, x-ray florescence analysis, and corrosion failure analysis shall be, or work under the direction of, a NACE Corrosion Specialist, or a registered professional engineer with applicable corrosion engineering evaluation and testing experience. 21. The OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from the OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the
Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
22. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the OC SAN, to request payment. Such
requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by
CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up
documentation for each Task.
• Copy of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. The OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
23. If any conflict of interest occurs on a project, the OC SAN shall be notified without delay of the conflict. The OC SAN will evaluate conflict of interest on a case-by-case basis
and advise as to whether it may be waived in each case.
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 1 of 17
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
TKE ENGINEERING, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Coating Inspection and Corrosion Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this
work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those
project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its
subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and
recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated.
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 2 of 17
CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status,
spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the
satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or
deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions.
D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was
disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination
shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract
duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage
shall be included in the hourly rates and will not be allowed as additional costs.
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 3 of 17
B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
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equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
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F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 8 of 17
endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
TKE ENGINEERING, INC. 2305 Chicago Avenue Riverside, CA 92507 Attention: Terry Renner, Senior Vice President All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 12 of 17
through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the
Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s
indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 15 of 17
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES
CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will
be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN.
Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 16 of 17
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: TKE ENGINEERING, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-001 Page 1 of 7
ATTACHMENT “A”
SCOPE OF WORK
COATING INSPECTION AND CORROSION TESTING SERVICES FOR THE OC SAN’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-001
I. PURPOSE
The selected CONSULTANT shall provide on-call coating inspection and corrosion testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system, fabrication shops and manufacturers) located throughout Orange County. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
PROJECT SUPPORT ACTIVITIES:
Participate in project start-up meetings, weekly job meetings, and other special interest meetings as required to discuss procedures, progress, problems, or outstanding issues. CONSULTANT shall maintain orderly files for all correspondence, reports, job
conferences, drawings, submissions, reproductions, and original contract documents including all addenda, supplemental drawings, records of materials and all other project-related documents. The files shall be maintained and turned over to the OC SAN in a
summary report.
CONTRACT COMPLIANCE:
Ensure that the requirements of project contract documents and Manufacturer’s Technical Data Sheets for the various materials and coating systems are strictly followed. ASTM D3276, Standard Guide for Painting Inspectors (Metal Substrates), shall be used as a guideline for proper procedures. All NACE International, SSPC, ASTM, ICRI, and ACI standards and guidelines shall be used where applicable including, but
not limited to, those detailed herein.
COATINGS INSPECTION:
Verifications of the Contractor’s compliance with the specifications shall be accomplished by performing and making record of the following tasks in accordance with the contract documents, with applicable cited standards, and with the appropriate
calibrated instruments for each, including, but not limited to:
PSA2025-001 Page 2 of 7
1. Job Hazard Analysis (JHA) – Conduct JHA with Contractor and OC SAN Safety Representative and monitor and maintain safe work practices. The Coating Inspector
shall have the authority to stop work if on-site personnel are in perceived danger. 2. Submittal Review – CONSULTANT may be called upon to review and comment on
shop drawings and material submittals, as well as review and comment on request-for-information submittals from the Contractor.
3. Pre-Surface Preparation – Inspect the surfaces to be prepared to assure that salts, grease and oil, and other contaminants, have been removed, fins, and sharp edges are removed as specified, and that, for concrete, any defects such as spalling,
unsound concrete, exposed/corroding rebar, and/or leaks have been corrected. 4. Protective Coverings – Examine the protective coverings to assure placement that will prevent contamination of other surfaces not to be subjected to overblast or overspray. 5. Ambient Conditions – Monitor the air and surface temperatures, relative humidity, and dew point periodically each day to assure that the work is done under proper
environmental conditions. 6. Compressed Air Cleanliness – Check all quality operations requiring compressed air
such as for blast cleaning or substrate blowing down to assure that the air supply is adequately free of moisture and oil contaminants.
7. Surface Preparation – Initially, examine the surface preparation hydroblasting and/or abrasive blasting equipment for adequacy to do the work, as specified. Verify that the proper degree of cleaning (e.g., salts, acids, etc.) and surface profile (anchor pattern
or roughness) has been achieved, and shall identify areas of insufficient or inadequate cleaning for repair and rework prior to the application of any resurfacing mortar or linings. Concrete substrates shall be evaluated for efflorescence, laitance,
crazing, cracks, crevices, bugholes, weeping, leaks, form release agents, and any other uncoatable conditions. The surfaces to be coated shall be evaluated for pH, moisture content, cleanliness, substrate cure, and time between coats, prior to
coating, where applicable. 8. Coating and Substrate Repair Material Mixing – Observe the mixing of coatings and substrate repair material to assure that all components are added and proportioned correctly and that equipment metering devices are functioning properly. Verify that any materials used are approved and that they are not used when the pot or shelf life have been exceeded.
9. Coating and Substrate Repair Material Application – Examine the application equipment for cleanliness and adequacy to do the work, consisting of complete monitoring of the Contractor’s plural component or airless equipment including
temperatures, metering, stroke cycles, and material drum temperatures. Observe application techniques to assure proper coverage without detrimental runs, sags, pinholes, or other visually evident deficiencies. In addition to verifying proper
preparation and resurfacing assure that the various quality control considerations during the application of coating to concrete, steel, or other substrates, are also
PSA2025-001 Page 3 of 7
completed by the Contractor (i.e., pH, salts, surface moisture content, out-gassing, back-rolling, ambient temperature, surface temperature, dew point, profile,
cleanliness, etc). 10. Wet Film Thickness – Make spot checks of the wet film thickness so that corrections
to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried or cured. Wet film thickness measurements shall be made in accordance with ASTM D4414-95(2007)
Standard Practice for Measurement of Wet Film Thickness by Notch Gages, and in compliance with contract documents.
11. Dry Film Thickness – Determine the dry film thickness of each coat to assure that it complies with the contract document requirements and Manufacturer’s instructions. Film thicknesses shall be estimated through a combination of visual, WFT (wet film thickness), theoretical coverage calculation techniques, and electronic measuring devices in accordance with SSPC-PA 2, Measurement of Dry Coating Thickness with Magnetic Gages, and SSPC-PA 9, Measurement of Dry Coating Thickness on Cementitious Substrates Using Ultrasonic Gages, as applicable. Gauges shall be calibrated prior to each use and have a capable range of 1 to 200 mils, or as
required for the coating system. 12. Holiday Detection – Verify operability of Contractor’s high-and low-voltage holiday
detection equipment and shall witness, or conduct where necessary, 100 percent holiday detection by Contractor in accordance with NACE International SP0188-2006 (formerly RP0188), Discontinuity (Holiday) Testing of New Protective Coatings on
Conductive Substrates, and the contract document requirements. 13. Coating Repair – Witness and monitor repairs of coatings, including those identified
through holiday testing, to insure that surface preparation, coating mixing, and application are in compliance with manufacturer’s published information, or manufacturer’s representative.
14. Adhesion Testing – Install dollies, perform scoring when required, and perform adhesion testing of the cured system in accordance with ASTM D4541-09 Standard
Test Method for Pull-Off Strength of Coating using Portable Adhesion Tester, ASTM D7234 – 12 Standard Test Method for Pull-Off Adhesion Strength of Coatings on Concrete Using Portable Pull-Off Adhesion Testers, ASTM C1583-04 Standard Test Method for Tensile Strength of Concrete Surfaces and the Bond Strength or Tensile Strength of Concrete Repair and Overlay Materials by Direct Tension (Pull-off Method), and in conformance with contract document requirements. 15. Cure Evaluation – Evaluate the final cure of the applied coating or lining in
accordance with the Manufacture’s recommended procedures. 16. Failure Analysis – In cases where there are anomalies or deficiencies noted in
coating application or procedures, provide assistance to the OC SAN through testing, visual inspections, interviews with Contractor, Manufacturer, and OC SAN Staff, and through research in determining the cause or causes of the coating system failure,
as well as making specific recommendations when requested for remediation of the problem.
PSA2025-001 Page 4 of 7
17. Daily Journal – Daily journal and QA/QC reports shall be used to clearly document and flow-chart the coating operations and occurrences for verification of compliance
with contract documents. At a minimum, the verifications noted above shall be recorded. Digital photographs of each day’s activities shall also be recorded. When observed, an NCN (non-compliance notice) shall be written and delivered to the OC
SAN’s representative. The daily journal and QA/QC reports shall be submitted to the OC SAN for review and comment within 24 hours after the day’s work. A draft copy of the day’s work with hours onsite (or hard copy sign in/out sheet) shall be signed by
the OC SAN’s representative and 3rd party inspection, prior to leaving the work site. 18. Final Report – Upon completion, prepare a Final Report. The report shall summarize
the daily inspection reports, make an evaluation of the quality of work that was done and witnessedr, the type and quality of the surface preparation and coating application achieved, final testing summaries, inspection and monitoring equipment used, specialized testing required , and any approved deviations from the original contract documents 19. Coating Specification Development and Review – Develop and provide coating specifications in OC SAN format, as well as providing review and comment on
project-specific specifications. CORROSION TESTING:
Corrosion testing is required for the OC SAN facilities during design to insure compliance with project contract documents during construction, and to evaluate corrosion of existing facilities. Corrosion engineering services shall be provided by the
Corrosion Engineer as follows: 1. Corrosion Soil and Water Testing – Corrosion laboratory soil and water testing shall
be provided for samples collected and delivered by the OC SAN or collected by the CONSULTANT. Soil testing shall include at a minimum: resistivity in ohm-cm (as-received and saturated), electrical conductivity in mS/cm, pH, cations in mg/kg
(calcium, magnesium, sodium, potassium, potassium), anions in mg/kg (carbonate, bicarbonate, fluoride, chloride, sulfate, phosphate), and other tests (ammonium in mg/kg, nitrate in mg/kg, sulfide qualitatively, Redox in mV). Water testing shall include, as a minimum: total alkalinity, ammonia, calcium, carbonate, bicarbonate, carbon dioxide, chloride, dissolved oxygen, fluoride, phosphate, magnesium, nitrate, nitrite, orthophosphate, potassium, pH, Puckorius Index, resistivity, Ryznar Index, sodium, conductivity, sulfate, total dissolved solids, Langelier Index, and Larson’s Ratio. For each test or procedure, the appropriate
ASTM or other standard or published reference shall be listed in the test data table. 2. Cathodic Protection System Testing – Cathodic protection system testing is required
by the OC SAN to verify proper installation in accordance with contract specifications, to insure compliance with NACE SP0169-2007, and to trouble-shoot system deficiencies. Pipe locating, electrical short locating, and electrical continuity
testing using circulating current method, shall be required. 3. Soil Resistivity Testing – Testing of in-situ soil resistivity shall be by ASTM G-57 –
95a Standard Test Method for Field Measurement of Soil Resistivity Using the Wenner Four-Electrode Method at depth of 2.5, 5.0, 7.5, 10.0, and 15.0 foot intervals
PSA2025-001 Page 5 of 7
using equal potential and current probe spacing. In some cases, deeper resistivity measurements may be required.
4. Ultrasonic Thickness Testing – Ultrasonic thickness A-Scan testing is required by the OC SAN to determine wall thickness on steel, ductile- and cast-iron, aluminum, and
copper pipelines and enclosures. A-Scan UT equipment must be capable of displaying wave-form and be echo-to-echo through-coating enabled. In some cases B-Scan testing services may also be required. Ancillary testing will include pit-depth
measurements to within 1 mil, as well as material thickness measurements using micrometer calipers. Data shall be provided both in both tabular and graphical form.
5. X-ray Fluorescence Analysis – Field and laboratory X-ray fluorescence analysis is required in limited cases by the OC SAN to determine material composition. 6. Failure Analysis – In cases where material corrosion is found or suspected, assistance shall provide assistance to the OC SAN through testing, visual inspections, interviews with personal, and through research in determining the cause or causes of the corrosion failure, as well as making specific recommendations when requested for remediation.
III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day, and up to three Coating Inspectors shall be available based upon OC SAN workload requirements. The OC SAN expects the CONSULTANT will arrive at the site
with the correct equipment, calibrated to existing standards with documentation. The OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment.
2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. All test results shall be clearly summarized in a standardized report format and submitted to the OC SAN for review and comment. Coatings reports shall be co-signed
by a NACE International Level III Coating Inspector, or by a registered professional engineer with applicable coatings and linings experience. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation. Reports shall be delivered to the OC SAN within 24 hours after the day’s work. All defects shall be marked with a suitable marker and documented. All production or lack of production and causes shall be noted. All accepted areas shall be noted with a suitable marker. Plans shall also be noted where accepted.
5. All testing work shall be documented in English Standard Units and/or Metric Units, as required by the OC SAN.
6. Coating Inspectors shall be experienced with the various types of industrial coatings and linings applied to concrete, steel, aluminum, and other substrates for waste water
applications.
PSA2025-001 Page 6 of 7
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
8. Coating Inspectors shall be minimum NACE International Level I for steel surfaces and Level 2 for steel and concrete surfaces, and shall work under the direct supervision of
either a NACE International Level III Coating Inspector or registered professional engineer with applicable coatings and linings experience. NACE certification and/or professional registration shall be provided at least 48 hours prior to commencement of
work, as well as documentation of applicable experience not less than five years. 9. For work requiring plastic sheet liner application or inspection, Coating Inspectors shall
be certified for plastic sheet liner installation. Certificates shall be provided at least 48 hours prior to commencement of work. Coatings Inspectors shall probe all PVC welds in addition to conducting holiday testing and/or witnessing testing by the Contractor. 10. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
11. CONSULTANT shall be available to attend pre-construction meetings and other key meetings as the project progresses.
12. All supplies, such as, but not limited to, coatings test equipment, marking paints, PPE (personal protective equipment), multi-gas (H2S, O2, CO, LEL) personal monitors and ANSI-approved body safety harnesses with lanyard for confined-space entry shall be
included in the hourly rate. 13. CONSULTANT must be adequately insured for liability and property damage, and a
copy of the policy must be forwarded to the OC SAN. Vehicles shall bear the CONSULTANT’s name.
14. CONSULTANT shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly
contacted in the field by OC SAN personnel via their cell phone. 15. To accommodate cases where shop-applied or other off-site coating inspection is required, CONSULTANT shall, when requested by the OC SAN, locate and subcontract local, qualified, coating inspectors who can satisfy requirements for inspection and testing, and shall direct the work of the subcontracted coating inspector(s). Billing rates for subcontracted Coating Inspector shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
16. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
17. All personnel shall be CAL-OSHA confined-space trained and certified including, when necessary, training and certification for SCBA (self-contained breathing apparatus) and supplied- air confined-space entries. Certifications shall be submitted to the OC SAN for
review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. Consultant shall provide all their own safety equipment.
PSA2025-001 Page 7 of 7
18. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel.
a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite.
19. Personnel shall be, or work under the direction of, a NACE Cathodic Protection Specialist, or a registered professional engineer with applicable cathodic protection
system design and testing experience. 20. Corrosion engineering personnel performing soil and water testing, soil resistivity testing,
UT testing, x-ray florescence analysis, and corrosion failure analysis shall be, or work under the direction of, a NACE Corrosion Specialist, or a registered professional engineer with applicable corrosion engineering evaluation and testing experience. 21. The OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from the OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the
Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
22. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the OC SAN, to request payment. Such
requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by
CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up
documentation for each Task.
• Copy of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. The OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
23. If any conflict of interest occurs on a project, the OC SAN shall be notified without delay of the conflict. The OC SAN will evaluate conflict of interest on a case-by-case basis
and advise as to whether it may be waived in each case.
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4097 Agenda Date:3/5/2025 Agenda Item No:5.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ON-CALL SURVEYING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL
IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE
PROJECTS, PSA2025-002
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve Professional Services Agreements to provide on-call Surveying Services for Orange County
Sanitation District’s Capital Improvement Program,Facilities Engineering,Operations,and
Maintenance Projects,PSA2025-002,for a three-year period commencing May 1,2025,through April
30,2028,with two one-year renewal options,for an amount not to exceed $500,000 per individual
agreement ($2,000,000 total) with the following four firms:
·Michael Baker International, Inc.
·Psomas
·Stantec Consulting Services Inc.
·D. Woolley & Associates, Inc.
BACKGROUND
The Orange County Sanitation District (OC San)uses outside specialty consultants for surveying
services to support the Capital Improvement Program,Small Construction Projects,and Maintenance
Projects during the planning,design,and construction of facilities both inside the Plants and for the
collection systems.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·1, 5, 20-year planning horizons
·California Government Code §4526:Select the “best qualified firm”and “negotiate fair and
equitable fees”
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File #:2025-4097 Agenda Date:3/5/2025 Agenda Item No:5.
PROBLEM
The current on-call surveying services agreements are expiring in April 2025.Without new
agreements,OC San would not have access to surveying services to support the Capital
Improvement Program, Small Construction Projects, and Maintenance Projects.
PROPOSED SOLUTION
Approve four Professional Services Agreements to provide on-call surveying services for collection
system and treatment plant projects for up to a five-year period ending in April 2030.
The agreements will cover a three-year period with two one-year renewal options.The
recommended agreement amounts are based on the number and type of services utilized in the past
and the anticipated needs going forward. Staff will use these consultants on an as-needed basis.
TIMING CONCERNS
Delaying the new agreements will prevent the use of these services to support collection system and
treatment plant projects.
RAMIFICATIONS OF NOT TAKING ACTION
Increased risk of construction quality and code compliance problems during execution of the Capital
Improvement Program,Small Construction Projects,and Maintenance Projects without these
services.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
On September 25,2024,OC San issued a Notice to Prospective Proposers to over 1,500 vendors
which outlined the timeline for the solicitation.On October 8,2024,OC San requested and
advertised for proposals.Nine companies identified themselves as potential proposers,so an
adequate response was expected.
Twelve proposals were received on November 21,2024.The proposals were evaluated in
accordance with the evaluation process set forth in OC San’s Purchasing Ordinance by a pre-
selected Evaluation Team consisting of OC San staff:two Construction Inspection Supervisors,two
Construction Inspectors,and one Senior Safety and Health Specialist.The Evaluation Team also
included one non-voting representative from the Contracts Administration Division.
The following evaluation criteria were described in the RFP and used to evaluate the proposals.
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File #:2025-4097 Agenda Date:3/5/2025 Agenda Item No:5.
CRITERION WEIGHT
Project Approach and Scope of Work Understanding 25%
Staff Qualifications 40%
Professional Registration and Experience 35%
The Evaluation Team scored the proposals on the established criteria as summarized in the table
below:
Rank Firm Approach and
Understanding
(Max 25 Pts.)
Staff
Qualifications
(Max 40 Pts.)
Experience
(Max 35
Pts.)
Total
Score
(Max 100
Pts.)
1 Michael Baker
International, Inc.
24 38 34 96
2 Psomas 24 38 32 94
3 Stantec Consulting
Services Inc.
17 39 33 89
4 D. Woolley and
Associates, Inc.
21 28 32 81
5 CL Surveying and
Mapping, Inc.
14 32 28 74
6 KDM Meridian 16 30 27 73
7 Huitt-Zollars, Inc.13 32 25 70
8 Coast Surveying, Inc.18 25 24 67
9 Hunsaker & Associates
Irvine, Inc.
13 31 22 66
10 TKE Engineering, Inc.19 22 21 62
11 O’Day Consultants, Inc.12 20 22 54
12 Onward Engineering 13 21 18 52
Based on this scoring,staff recommends approval of agreements to the top four-ranked firms.The
Proposers recommended for approval generally had a better approach to meeting OC San’s needs in
combination with highly qualified staff and demonstrated experience performing the surveying
services needed for OC San’s projected work over the contract period.Lower scoring Proposers
generally did not address all of the requirements of the RFP.
Review of Fee Proposal and Negotiations:
The fee proposals for the selected firms were opened on January 23,2025,and the rates were
reviewed for general conformance and found to be acceptable.Staff recommends approval of the
agreements to Michael Baker International,Inc.,Psomas,Stantec Consulting Services Inc.,and D.
Woolley & Associates, Inc.
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File #:2025-4097 Agenda Date:3/5/2025 Agenda Item No:5.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs
for the proposed Professional Services Agreements are contained within the approved CIP project
budgets and no additional funding is necessary.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Professional Services Agreements
RC:lb
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PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 1 of 17
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
MICHAEL BAKER INTERNATIONAL, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services
and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 2 of 17
writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and
damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly
known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties.
Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew
this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office
review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 3 of 17
B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 6 of 17
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 7 of 17
F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
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endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
MICHAEL BAKER INTERNATIONAL, INC. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Attention: Steve Slocum, Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 12 of 17
through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays
employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act
CONSULTANT and its subconsultants and subcontractors shall comply with the
Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not
be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 15 of 17
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the
Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the
Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals,
deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of
the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the
CONSULTANT’s request for final Agreement Acceptance.
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 16 of 17
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A” SCOPE OF WORK
PSA2025-002 Page 1 of 4
ATTACHMENT “A”
SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-002
I. PURPOSE
The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County.
II. TYPICAL TASKS
PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by
the OC SAN Engineer.
CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag
centerline of sewer for collections projects when requested by the OC SAN Engineer.
CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along
with cut sheets for contractor's use.
PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and
one set for horizontal and vertical control in pits, with cut sheets.
Provide line-and-grade checks inside casings.
PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer.
STREET CENTERLINE TIES: Prior to construction, tie-out street centerline
monumentation, and after construction, replace disturbed or destroyed street centerline ties.
PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of
paving and curb stakes will be provided at locations designated by OC SAN.
PSA2025-002 Page 2 of 4
MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument
replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and
exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. CONSULTANT shall be experienced with tunnel and casing surveys.
4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or
stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms
showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer.
6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN.
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal.
9. Party chief or company representative should be available for the pre-construction
meeting and other key meetings as the project progresses.
10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc.
shall be included in the hourly rate.
11. All surveyors must be adequately insured for liability and property damage, and a copy
of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name.
12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic
PSA2025-002 Page 3 of 4
Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties.
13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate
communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone.
14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs.
15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or
whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to
track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection
Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
PSA2025-002 Page 4 of 4
• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and
advise as to whether it may be waived in each case.
PSA PSA2025-002 Revised 073024 PSOMAS Page 1 of 17
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
PSOMAS, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this
work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute
Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will
result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those
project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its
subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the ordinary industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and
recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated.
PSA PSA2025-002 Revised 073024 PSOMAS Page 2 of 17
CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status,
spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the
reasonable satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or
deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions.
D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, external correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was
disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination
shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract
duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage
shall be included in the hourly rates and will not be allowed as additional costs.
PSA PSA2025-002 Revised 073024 PSOMAS Page 3 of 17
B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-002 Revised 073024 PSOMAS Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-002 Revised 073024 PSOMAS Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
PSA PSA2025-002 Revised 073024 PSOMAS Page 6 of 17
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
PSA PSA2025-002 Revised 073024 PSOMAS Page 7 of 17
F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
PSA PSA2025-002 Revised 073024 PSOMAS Page 8 of 17
endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-002 Revised 073024 PSOMAS Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-002 Revised 073024 PSOMAS Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-002 Revised 073024 PSOMAS Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
PSOMAS 5 Hutton Centre Drive, Suite 300 Santa Ana, CA 92707 Attention: Dannie Green, Vice President/Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
PSA PSA2025-002 Revised 073024 PSOMAS Page 12 of 17
through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, external correspondence, electronic materials, computation and study materials in its files pertaining to the work described in
this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays
employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act
CONSULTANT and its subconsultants and subcontractors shall comply with the
Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-002 Revised 073024 PSOMAS Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-002 Revised 073024 PSOMAS Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees,
disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related,
directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its
principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party.
Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not
be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the
PSA PSA2025-002 Revised 073024 PSOMAS Page 15 of 17
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the
Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the
Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals,
deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of
the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the
CONSULTANT’s request for final Agreement Acceptance.
PSA PSA2025-002 Revised 073024 PSOMAS Page 16 of 17
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-002 Revised 073024 PSOMAS Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: PSOMAS
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A” SCOPE OF WORK
PSA2025-002 Page 1 of 4
ATTACHMENT “A”
SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-002
I. PURPOSE
The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County.
II. TYPICAL TASKS
PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by
the OC SAN Engineer.
CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag
centerline of sewer for collections projects when requested by the OC SAN Engineer.
CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along
with cut sheets for contractor's use.
PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and
one set for horizontal and vertical control in pits, with cut sheets.
Provide line-and-grade checks inside casings.
PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer.
STREET CENTERLINE TIES: Prior to construction, tie-out street centerline
monumentation, and after construction, replace disturbed or destroyed street centerline ties.
PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of
paving and curb stakes will be provided at locations designated by OC SAN.
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MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument
replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and
exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. CONSULTANT shall be experienced with tunnel and casing surveys.
4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or
stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms
showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer.
6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN.
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal.
9. Party chief or company representative should be available for the pre-construction
meeting and other key meetings as the project progresses.
10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc.
shall be included in the hourly rate.
11. All surveyors must be adequately insured for liability and property damage, and a copy
of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name.
12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic
PSA2025-002 Page 3 of 4
Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties.
13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate
communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone.
14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs.
15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or
whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to
track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection
Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
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• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and
advise as to whether it may be waived in each case.
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
STANTEC CONSULTING SERVICES INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services
and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 2 of 17
writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and
damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly
known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties.
Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew
this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office
review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
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B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
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equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
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F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
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endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
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J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
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9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
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CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
STANTEC CONSULTING SERVICES INC. 38 Technology Drive Irvine, CA 92617-5312 Attention: Greg Sebourn, Principal Copy: Jason Shockley, Field Survey Manager All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination,
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 12 of 17
CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials,
computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or
national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the
following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not
be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 15 of 17
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the
Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the
Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals,
deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of
the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the
CONSULTANT’s request for final Agreement Acceptance.
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26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: STANTEC CONSULTING SERVICES INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A” SCOPE OF WORK
PSA2025-002 Page 1 of 4
ATTACHMENT “A”
SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-002
I. PURPOSE
The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County.
II. TYPICAL TASKS
PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by
the OC SAN Engineer.
CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag
centerline of sewer for collections projects when requested by the OC SAN Engineer.
CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along
with cut sheets for contractor's use.
PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and
one set for horizontal and vertical control in pits, with cut sheets.
Provide line-and-grade checks inside casings.
PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer.
STREET CENTERLINE TIES: Prior to construction, tie-out street centerline
monumentation, and after construction, replace disturbed or destroyed street centerline ties.
PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of
paving and curb stakes will be provided at locations designated by OC SAN.
PSA2025-002 Page 2 of 4
MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument
replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and
exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. CONSULTANT shall be experienced with tunnel and casing surveys.
4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or
stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms
showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer.
6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN.
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal.
9. Party chief or company representative should be available for the pre-construction
meeting and other key meetings as the project progresses.
10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc.
shall be included in the hourly rate.
11. All surveyors must be adequately insured for liability and property damage, and a copy
of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name.
12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic
PSA2025-002 Page 3 of 4
Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties.
13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate
communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone.
14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs.
15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or
whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to
track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection
Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
PSA2025-002 Page 4 of 4
• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and
advise as to whether it may be waived in each case.
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
D. WOOLLEY & ASSOCIATES, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services
and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 2 of 17
writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and
damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly
known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties.
Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew
this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office
review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 3 of 17
B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 6 of 17
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 7 of 17
F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 8 of 17
endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
D. WOOLLEY & ASSOCIATES, INC. 2832 Walnut Ave., Suite A Tustin, CA 92780 Attention: David E. Woolley, President and Owner All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 12 of 17
through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays
employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act
CONSULTANT and its subconsultants and subcontractors shall comply with the
Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not
be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 15 of 17
negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the
Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the
Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals,
deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of
the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the
CONSULTANT’s request for final Agreement Acceptance.
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 16 of 17
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: D. WOOLLEY & ASSOCIATES, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A” SCOPE OF WORK
PSA2025-002 Page 1 of 4
ATTACHMENT “A”
SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-002
I. PURPOSE
The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County.
II. TYPICAL TASKS
PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by
the OC SAN Engineer.
CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag
centerline of sewer for collections projects when requested by the OC SAN Engineer.
CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along
with cut sheets for contractor's use.
PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and
one set for horizontal and vertical control in pits, with cut sheets.
Provide line-and-grade checks inside casings.
PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer.
STREET CENTERLINE TIES: Prior to construction, tie-out street centerline
monumentation, and after construction, replace disturbed or destroyed street centerline ties.
PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of
paving and curb stakes will be provided at locations designated by OC SAN.
PSA2025-002 Page 2 of 4
MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument
replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and
exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS
1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees.
3. CONSULTANT shall be experienced with tunnel and casing surveys.
4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or
stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms
showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer.
6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN.
7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal.
9. Party chief or company representative should be available for the pre-construction
meeting and other key meetings as the project progresses.
10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc.
shall be included in the hourly rate.
11. All surveyors must be adequately insured for liability and property damage, and a copy
of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name.
12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic
PSA2025-002 Page 3 of 4
Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties.
13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate
communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone.
14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs.
15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or
whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to
track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection
Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate.
19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
PSA2025-002 Page 4 of 4
• Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment.
20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and
advise as to whether it may be waived in each case.
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4098 Agenda Date:3/5/2025 Agenda Item No:6.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ON-CALL MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING
SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT
PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS,
PSA2025-003
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve Professional Services Agreements to provide on-call Materials Testing,Inspection,and
Other Geotechnical Testing Services for Orange County Sanitation District’s Capital Improvement
Program,Facilities Engineering,Operations,and Maintenance Projects,PSA2025-003,for a three-
year period commencing May 1,2025,through April 30,2028,with two one-year renewal options,for
an amount not to exceed $750,000 per individual agreement ($3,000,000 total)with the following four
firms:
·Kleinfelder, Inc.
·Barnett Quality Control Services, Inc. dba NOVA Services, Inc.
·Ninyo & Moore Geotechnical & Environmental Sciences Consultants
·Atlas Technical Consultants LLC
BACKGROUND
The Orange County Sanitation District (OC San)uses outside specialty Consultants for materials
testing,inspection,and other geotechnical testing services to support the Capital Improvement
Program,Small Construction Projects,and Maintenance Projects during the planning,design,and
construction of facilities both inside the plants and for the collection system.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·1, 5, 20-year planning horizons
·Comply with California Government Code §4526:Select the “best qualified firm”and
“negotiate fair and equitable fees”
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File #:2025-4098 Agenda Date:3/5/2025 Agenda Item No:6.
PROBLEM
The current on-call materials testing,inspection,and other geotechnical testing services agreements
are expiring in April 2025.Without new agreements,OC San would not have access to these
services to support the Capital Improvement Program,Small Construction Projects,and Maintenance
Projects.
PROPOSED SOLUTION
Approve four Professional Services Agreements to provide on-call materials testing,inspection,and
other geotechnical testing services for collection system and treatment plant projects for up to a five-
year period ending in April 2030.
The agreements will cover a three-year period with two one-year renewal options.The recommended
agreement amounts are based on the number and type of services utilized in the past and the
anticipated needs going forward. Staff will use these Consultants on an as-needed basis.
TIMING CONCERNS
Delaying the new agreements will prevent the use of these services to support collection system and
treatment plant projects.
RAMIFICATIONS OF NOT TAKING ACTION
Increased risk of construction quality and code compliance problems in supporting the Capital
Improvement Program, Small Construction Projects, and Maintenance Projects.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
On September 25,2024,OC San issued a Notice to Prospective Proposers to over 1,500 vendors
which outlined the timeline for the solicitation.On October 8,2024,OC San requested and
advertised for proposals.11 companies identified themselves as potential proposers,so an
adequate response was expected.
14 proposals were received on November 21,2024.The proposals were evaluated in accordance
with the evaluation process set forth in OC San’s Purchasing Ordinance by a pre-selected Evaluation
Team consisting of OC San staff:two Construction Inspection Supervisors,one Senior Construction
Inspector,one Construction Inspector,and one Senior Safety and Health Specialist.The Evaluation
Team also included one non-voting representative from the Contracts Administration Division.
The following evaluation criteria were described in the RFP and used to evaluate the proposals.
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File #:2025-4098 Agenda Date:3/5/2025 Agenda Item No:6.
CRITERION WEIGHT
Project Approach and Scope of Work Understanding 25%
Staff Qualifications 40%
Professional Registration and Experience 35%
The Evaluation Team scored the proposals on the established criteria as summarized in the table
below:
Rank Firm Approach and
Understanding
(Max 25 Pts.)
Staff
Qualifications
(Max 40 Pts.)
Experience
(Max 35
Pts.)
Total
Score
(Max 100
Pts.)
1 Kleinfelder, Inc.23 38 32 93
2 Barnett Quality Control
Services, Inc. dba NOVA
Services, Inc.
23 38 31 92
3 Ninyo & Moore
Geotechnical &
Environmental Sciences
Consultants
23 34 32 89
4 Atlas Technical
Consultants LLC
22 33 32 87
5 AESCO 18 31 28 77
6 The Converse Professional
Group dba Converse
Consultants
18 23 31 72
7 TGR Geotechnical, Inc.18 30 23 71
8 G3 Quality, Inc.16 31 21 68
9 Group Delta Consultants,
Inc.
17 26 25 68
10 Hushmand Associates, Inc.17 30 21 68
11 American Engineering
Laboratories, Inc.
18 30 16 64
12 Fenagh Inc. dba Fenagh
Engineering and Testing
12 30 18 60
13 Willdan Engineering 11 18 18 47
14 MTGL, Inc.*Non-
responsive
The proposal by MTGL,Inc.was determined to be non-responsive as their submitted proposal did
not conform with the RFP requirements;and they did not submit their Cal OSHA 300/300A Logs and
Summaries for the three prior calendar years.A clarification request for the missing information was
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File #:2025-4098 Agenda Date:3/5/2025 Agenda Item No:6.
Summaries for the three prior calendar years.A clarification request for the missing information was
issued by OC San.The response from MTGL,Inc.identified an Accident Frequency Factor of 1.67,
which is above OC San’s acceptable limit of 1.25.On December 11,2024,OC San issued a
proposal rejection to MTGL, Inc.
Based on this scoring,staff recommends approval of agreements to the top four-ranked firms.The
Proposers recommended for approval generally had a better approach to meeting OC San’s needs in
combination with highly qualified staff and demonstrated experience performing the type of
inspections,testing,and other services needed for OC San’s projected work over the agreement
period. Lower scoring Proposers generally did not address all requirements of the RFP.
Review of Fee Proposal and Negotiations:
The fee proposals for the selected firms were opened on January 23,2025,and the rates were
reviewed for general conformance and found to be acceptable.Staff recommends approval of the
agreements to Kleinfelder,Inc.,Barnett Quality Control Services,Inc.dba NOVA Services,Inc.,Ninyo
& Moore Geotechnical & Environmental Sciences Consultants, and Atlas Technical Consultants LLC.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs
for the proposed Professional Services Agreements are contained within the approved CIP project
budgets and no additional funding is necessary.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Professional Services Agreements
RC:lb
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PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 1 of 17
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
KLEINFELDER, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services
and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement.
A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished
by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the ordinary industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely
respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in
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writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall,
without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and
damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly
known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties.
Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew
this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office
review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
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B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
OC SAN will notify CONSULTANT within fifteen (15) days following receipt of an
invoice, if any corrections to the invoice are required from the CONSULTANT and if OC SAN does not approve all or part of an invoice. OC SAN will pay approved invoices within thirty (30) days of receipt and approval by OC SAN of
the payment request. C. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all payment claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for
compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or
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request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN;
or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720,
CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq,
CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the
DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the
Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional
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services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights,
whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed
prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any
other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General
i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN.
ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State
Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below
“B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to
CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under
this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000)
aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for
the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 6 of 17
liability, independent contractors liability, personal and advertising injury, mobile equipment, and cross liability and severability of interest clauses. A statement on
an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the general liability
policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
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F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
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endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within a reasonable amount of time upon receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance,
including reduction in coverage or increase in deductible/SIR, within a reasonable amount of time upon of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
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J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work.
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
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10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the
names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to
be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and
practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and
all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants.
B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of
whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination.
C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in
obtaining all Project related accounting records and documents, and any other financial data.
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13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor
and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or
independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and
termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708
Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers
CONSULTANT: KLEINFELDER, INC.
24411 Ridge Route Drive, Suite 225 Laguna Hills, CA 92653 Attention: Jeffrey Walker, Contract Manager
All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 12 of 17
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to
furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all
applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act
CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208).
D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the
term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of employees, work hours, number of injuries and illnesses, and number of injury
and illness cases involving days away from work, restricted work activity and/or
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 13 of 17
job transfer. CONSULTANT shall furnish this report to OC SAN no later than January 20th each calendar year.
Failure to provide this data by the required due date may result in suspension of CONSULTANT’s services with OC SAN. Any delay arising out of or resulting
from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this
Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute
Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards defined herein as that level of care and skill ordinarily
exercised by other members of CONSULTANT’s profession practicing in the same locality under similar conditions and at the date the Services are provided (Standard of Care). If, within the 12-month period following completion of its services, OC SAN
informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties,
costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively,
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 14 of 17
“Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in
carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify
the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the
obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the
provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are
contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not
be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 15 of 17
Notwithstanding any of the foregoing, and with respect to professional liability claims
only, CONSULTANT shall not have an upfront duty to defend and shall satisfy any defense obligation at the time of judgment, award or settlement by paying a share of the defense costs incurred by the indemnified party in a proportionate amount equal to
consultant’s fault or liability. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the
Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals,
deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must
be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any
administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of
the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 16 of 17
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: KLEINFELDER, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-003 Page 1 of 3
ATTACHMENT “A”
SCOPE OF WORK
MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-003
I. PURPOSE
The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction
efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required.
CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores.
Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed.
WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve
specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for
welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material
Identification utilizing an XRF analyzer, Niton XLT 898 or equal.
PSA2025-003 Page 2 of 3
MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast
iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non-
destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and
submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and
observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative.
5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses.
7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the
CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract
documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48
PSA2025-003 Page 3 of 3
hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant
2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used
to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday
of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by
CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and
the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up
documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case.
16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and
shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 1 of 17
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
BARNETT QUALITY CONTROL SERVICES, INC. dba NOVA SERVICES, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and
WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and
by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 2 of 17
incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated.
CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this
Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project
Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of
OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes
publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate
on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of
this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with
the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000).
OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily
limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 3 of 17
B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 4 of 17
OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 5 of 17
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 6 of 17
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 7 of 17
F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 8 of 17
endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
BARNETT QUALITY CONTROL SERVICES, INC. dba NOVA SERVICES, INC. 16610 Aston Street Irvine, CA 92606 Attention: Steven Koch, Senior Vice President/Project Executive Copy: Paul Kim, Principal Engineer All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination,
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 12 of 17
CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials,
computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or
national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment. B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act
CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s
indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 15 of 17
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES
CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will
be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN.
Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
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26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
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IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: BARNETT QUALITY CONTROL SERVICES, INC. dba NOVA SERVICES, INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________
Ryan P. Gallagher Date
Board Chairman
By __________________________________________________ Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work
Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal
Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached
Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards
Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-003 Page 1 of 3
ATTACHMENT “A”
SCOPE OF WORK
MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-003
I. PURPOSE
The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction
efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required.
CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores.
Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed.
WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve
specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for
welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material
Identification utilizing an XRF analyzer, Niton XLT 898 or equal.
PSA2025-003 Page 2 of 3
MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast
iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non-
destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and
submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and
observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative.
5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses.
7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the
CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract
documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48
PSA2025-003 Page 3 of 3
hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant
2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used
to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday
of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by
CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and
the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up
documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case.
16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and
shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and
WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and
by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be
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incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated.
CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this
Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project
Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of
OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes
publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate
on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of
this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with
the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000).
OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily
limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
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B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
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OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
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documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
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equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
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F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
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endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
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J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
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9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
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CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS 475 Goddard, Suite 200 Irvine, CA 92618 Attention: Kurt S. Yoshii, Principal in Charge Copy: Garreth M. Saiki, Project Manager All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination,
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CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials,
computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or
national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal
opportunity in employment. B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act
CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
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E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
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liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s
indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 15 of 17
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES
CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will
be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN.
Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
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26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________
Ryan P. Gallagher Date
Board Chairman
By __________________________________________________ Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work
Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal
Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached
Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards
Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-003 Page 1 of 3
ATTACHMENT “A”
SCOPE OF WORK
MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-003
I. PURPOSE
The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction
efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required.
CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores.
Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed.
WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve
specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for
welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material
Identification utilizing an XRF analyzer, Niton XLT 898 or equal.
PSA2025-003 Page 2 of 3
MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast
iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non-
destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and
submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and
observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative.
5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses.
7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the
CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract
documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48
PSA2025-003 Page 3 of 3
hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant
2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used
to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday
of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by
CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and
the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up
documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case.
16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and
shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
ATLAS TECHNICAL CONSULTANTS LLC, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party."
WITNESSETH:
WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and
WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and
by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry
standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be
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incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated.
CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.)
C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this
Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project
Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of
OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes
publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. TERM
This Agreement shall commence on the effective date of this Agreement and terminate
on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of
this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years.
3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with
the following provisions:
A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000).
OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily
limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs.
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B. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information.
4. PAYMENT
A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement.
B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”,
and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
Upon approval of such payment request by OC SAN, payment shall be made to
CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis.
C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto,
CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This
section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or
causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by
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OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a
false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
A. To the extent CONSULTANT intends to utilize employees who will perform work
during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of
Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general
public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
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documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed.
OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s
professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have
the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent
changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’
Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any
insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by
submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
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equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be
accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and
coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of
OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has
an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary
insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability. D. Automobile/Vehicle Liability Insurance
The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement
on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement.
E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by
CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN.
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F. Workers’ Compensation Insurance
The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One
Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the
actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability
may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars
($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this
Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier.
In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement.
CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and
the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and
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endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete,
certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form
• Additional Insured
(General Liability)
The combination of (ISO Forms) CG 2010 and CG 2037
All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN.
• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC
SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 9 of 17
J. Primary Insurance
The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured
The general and automobile liability policies shall contain a “Separation of Insureds” clause.
L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions
Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require
approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense
costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits.
O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT.
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 10 of 17
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as
requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use
any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team
members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant.
There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services
of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the
CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all
Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)
years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 11 of 17
CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in
person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator
Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT:
ATLAS TECHNICAL CONSULTANTS LLC 9085 Aero Drive, Suite B San Diego, CA 92123 Attention: Daniel Ferguson, Geotechnical Field Service Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s
Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty
(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 12 of 17
through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days
written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
17. COMPLIANCE
A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives
and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the
Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations
CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations:
• Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6
• Truck & Bus Regulation (T&B): 13 CCR 2025
• Clean Truck Check (CTC): 13 CCR 2195-2199.1
• Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 13 of 17
E. California Voluntary Protection Program Annual Reporting Requirement
If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of
employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONSULTANT shall furnish this report to OC SAN no later than
January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of
CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN.
18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry
and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN,
which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages,
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 14 of 17
liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and
court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any
work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents,
employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding
the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties
nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them.
Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from
more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability
CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s
indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code
Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to
indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition
precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 15 of 17
expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES
CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will
be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout.
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN.
Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 16 of 17
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the
Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 17 of 17
IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: ATLAS TECHNICAL CONSULTANTS LLC
By __________________________________________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________
Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached
Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used
Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used
Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs
Attachment “L” – Not Attached Attachment “M” – Not Attached
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
PSA2025-003 Page 1 of 3
ATTACHMENT “A”
SCOPE OF WORK
MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS
PSA2025-003
I. PURPOSE
The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County.
II. TYPICAL TASKS
SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction
efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required.
CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores.
Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed.
WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve
specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for
welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material
Identification utilizing an XRF analyzer, Niton XLT 898 or equal.
PSA2025-003 Page 2 of 3
MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast
iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non-
destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the
work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and
submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and
observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative.
5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice.
6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses.
7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the
CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract
documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs.
10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards.
11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48
PSA2025-003 Page 3 of 3
hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit.
12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant
2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection
PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used
to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday
of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by
CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including:
• Task Order Number and Project Number and/or Project Description included on the statement.
• Tasks completed, identified by the Task number assigned to each Task.
• Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task.
• Copy of the daily notes or tasks including the signature of OC SAN’s Inspector
approving the day’s work.
• Running total of services billed, services paid, services billed but not paid, and
the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up
documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case.
16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and
shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up.
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4111 Agenda Date:3/5/2025 Agenda Item No:7.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55, PROJECT NO. FE18-13
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a construction contingency increase of $531,120 (24%)to the existing Construction Contract
with SRK Engineering,Inc.for Redhill Relief Sewer Relocation at State Route 55,Project No.FE18-
13,for a total contract amount not to exceed $2,213,000 and a new total construction contingency of
$1,327,800 (60%), with all costs to be reimbursed by the Orange County Transportation Authority.
BACKGROUND
The Orange County Transportation Authority (OCTA)is implementing the State Route 55 (SR-55)
Improvement Project to widen SR-55 between Interstate 5 and Interstate 405.The Orange County
Sanitation District (OC San)owns a sewer running under SR-55 immediately south of Warner Avenue
in the City of Santa Ana that is affected by this widening project.To protect the sewer,OC San must
encase the sewer in the newly widened right-of-way and move an interfering manhole outside the
freeway limits.
RELEVANT STANDARDS
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
·Protect OC San assets
PROBLEM
OC San’s contractor,SRK Engineering,Inc.(SRK),was originally scheduled to mobilize in November
2022 but was subsequently directed by OCTA to pause mobilization due to Southern California
Edison’s design and construction procurement delays.Southern California Edison completed their
construction of the interfering utilities and OCTA cleared SRK to mobilize after July 2024 while
agreeing to reimburse OC San for associated delay costs.
A few days after mobilizing in October 2024,SRK discovered two utilities that were in direct conflict
with the new sewer alignment.One was a Caltrans electrical line that was relocated quickly upon
discovery and the second consisted of a Verizon fiber communication cable that has recently been
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File #:2025-4111 Agenda Date:3/5/2025 Agenda Item No:7.
discovery and the second consisted of a Verizon fiber communication cable that has recently been
relocated. Both were not anticipated to be in conflict.
The 20-month initial delay costs used $444,670 (56%)of the contingency.The second five-month
delay will need additional contingency.The initial project contingency at the time of contract award
was 15%;and a contingency increase of 21%was approved in July of 2024 for a total contingency of
36%.Changes to date total $655,588 (82%)of the contingency.All work is anticipated to be
completed in approximately three months,so staff is requesting an additional 24%contingency for
anticipated remobilization/delay costs and unanticipated changes to provide sufficient funds and
prevent further delay.
PROPOSED SOLUTION
Approve a contingency increase to the construction contract to cover the delay costs and use the
remaining contingency for contract work.
TIMING CONCERNS
Additional construction delays would further increase construction costs due to escalation and would
delay OCTA’s freeway widening schedule inflicting delay charges against OCTA and Caltrans.
RAMIFICATIONS OF NOT TAKING ACTION
Not increasing the construction contingency will prevent OC San from authorizing SRK to execute
additional unforeseen work to complete the sewer relocation.
In addition,OCTA is in the process of extending an existing temporary construction easement,which
expires at the end of March 2025,for OC San’s relocation.Failing to complete the sewer relocation
will obligate OCTA and Caltrans to pay additional charges to a private property owner until OC San’s
site restoration is complete.
PRIOR COMMITTEE/BOARD ACTIONS
July 2024 -Approved a construction contingency increase of $464,730 (21%)to the existing
construction contract with SRK Engineering,Inc.for Redhill Relief Sewer Relocation at State Route
55,Project FE18-13,for a total contract amount not to exceed $2,213,000 and a total construction
contingency of $796,680 (36%),with all costs to be reimbursed by the Orange County Transportation
Authority.
June 2022 -Received and filed Bid Tabulation and Recommendation for Redhill Relief Sewer
Relocation at State Route 55,Project No.FE18-13;awarded a Construction Contract to SRK
Engineering,Inc.for Redhill Relief Sewer Relocation at State Route 55,Project No.FE18-13 for an
amount not to exceed $2,213,000; and approved a contingency of $331,950 (15%).
September 2021 -Approved the First Amendment to Utility Agreement No.OCSD-1005,between the
Orange County Sanitation District and the Orange County Transportation Authority agreeing to a
funding increase for the relocation and protection of the Redhill Relief Sewer at State Route 55 in the
City of Santa Ana.
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File #:2025-4111 Agenda Date:3/5/2025 Agenda Item No:7.
March 2020 -Approved Utility Agreement No.OCSD-1005 between the Orange County Sanitation
District and the Orange County Transportation Authority agreeing to specific terms,conditions,and
funding obligations regarding the relocation and protection of the Redhill Relief Sewer at State Route
55 in the City of Santa Ana.
ADDITIONAL INFORMATION
Both utilities in conflict were not anticipated since the utility owners did not identify their locations in
the field following OC San requests during the utility research (design phase),and again at SRK’s
construction mobilization back in November 2022.
Utility Agreement No.OCSD-1005 cites Section 703 of the Streets and Highways Code declaring OC
San’s Redhill Relief Sewer relocation qualifies for full reimbursement at OCTA’s expense.The
agreement obligates OC San to submit a final bill to OCTA within 360 days of the completion of the
relocation for the remaining balance of OC San’s relocation costs.The final bill amount will remain
unrealized until completion of the relocation.A final bill exceeding 125%of the agreement amount
will require an amendment which is to be presented to OC San’s Board at a future Board meeting.
CEQA
The Caltrans/OCTA SR-55 Improvement Project includes the relocation and protection of the Redhill
Relief Sewer in their Initial Study/Mitigated Negative Declaration/Environmental Assessment.
Unrelated to the Caltrans/OCTA Improvement Project is an OC San repair project,which is exempt
from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations
section 15301.A Notice of Exemption was filed in June 2022 with the OC Clerk-Recorder after the
OC San's Board of Directors approval of the Construction Contract.
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,Small Construction Projects
Program, Project No. M-FE) 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:
N/A
RD:lb
Orange County Sanitation District Printed on 2/25/2025Page 3 of 3
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4123 Agenda Date:3/5/2025 Agenda Item No:8.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORTS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Receive and file the Engineering Program Contract Performance Report for the period ending
December 31, 2024.
BACKGROUND
The Engineering Program involves awarding and managing multiple construction and consulting
contracts.In 2008,the Orange County Sanitation District (OC San)Board of Directors began
authorizing contingencies along with construction and consulting contracts,allowing the General
Manager to approve construction change orders and amendments to consulting contracts up to the
amount of the authorized contingency.This practice reduces administrative costs,expedites
resolution of project issues that arise,helps avoid contractor delay claims,and facilitates efficient
management of many contracts.
The Engineering Program Contract Performance Report summarizes construction and consulting
contract performance and activities for the quarter ending December 31,2024.This report is
updated quarterly and includes a summary of the General Manager approved contract contingencies
among other key performance indicators.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Engineering Program Contract Performance Report for the period ending December 31, 2024
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Orange County Sanitation District Printed on 2/26/2025Page 1 of 1
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Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
1
DATE: March 05, 2025
TO: Orange County Sanitation District Board of Directors
FROM: Rob Thompson, General Manager
Through: Mike Dorman, Director of Engineering
This report summarizes the status, activities, and performance of construction contracts
and consultant agreements. This report also identifies the names and status of projects
being performed under master budgets for planning studies, research, small construction
projects, Operations & Maintenance capital projects and information technology projects.
As of December 31, 2024, Orange County Sanitation District (OC San) Engineering
Department manages 158 active projects, with project budgeting totaling close to
$4 billion. These projects are in various project phases, ranging from Project
Development to Closeout. The graphic below shows the number of projects in each of
the project phases.
This report is organized into six parts, as follows. Detailed tables can be found in the
appendix section of the report.
Part 1 – Construction Contracts ................................................................................................. 2
Part 2 – Engineering Professional Services Agreements ........................................................... 4
Part 3 – Master Budget Projects ................................................................................................ 6
Part 4 – Supplemental Engineering Services Contract ............................................................... 7
Part 5 – Programming Professional Services Contract ............................................................... 9
Part 6 – On-Call Services Agreements .................................................................................... 111
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
2
PART 1 – CONSTRUCTION CONTRACTS
Construction Contracts
As shown in the graph below, there are currently 55 active construction contracts totaling
$891 million. The graph also categorizes the active construction contracts by project type
(plant, collections, and other) with the “Other” category capturing research and small
capital projects. Table 1 in the appendix lists the Board-awarded construction contracts
while Tables 2 and 3 list the Operations Committee and General Manager awarded
construction contracts, active as of December 31, 2024. The General Manager may
award contracts up to $150,000 and task orders up to $500,000.
The table below summarizes the number of active and closed construction contracts and
total contract amounts. See Tables 4, 5 and 6 in the appendix for a list of the closed
contracts.
Type Contracts Total Contract
Amount
Active Board-Awarded Construction Contracts 52 $890,347,635
Active Ops Committee Awarded Construction Contracts 1 $195,530
Active GM Awarded Construction Contracts 2 $263,850
Closed Board-Awarded Construction Contracts 0 $0
Closed Committee-Awarded Construction Contracts 2 $347,549
Closed GM Awarded Construction Contracts 0 $0
Collection Projects
9 Contracts
Plant Projects
46 Contracts
$701 Million
$190 Million
34 Unique Contractors
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
3
Cumulative Change Order Rates
When the OC San Board of Directors awards a construction contract, they also approve
a contingency which allows the General Manager to approve contract change orders up
to the amount of the contingency. One purpose of this report is to document how much
of the contingency is utilized. A contract’s change order rate is only meaningful when the
work is completed. As such, this report's change order performance charts are based
only on contracts closed since the Board began approving contingencies in 2008. The
following chart shows how cumulative change order rates have changed for plant,
collections, and all contracts over the past 15 years.
Change Order Goals
Project Type
15-Year
Sliding Window
Change Order Goal
Plant – New 5%
Plant – Rehab 8%
Collections 10%
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
4
PART 2 – ENGINEERING PROFESSIONAL SERVICES AGREEMENTS
Professional Design and Related Service Agreements
OC San engages engineering consultants through Professional Service Agreements
(PSAs), Professional Design Services Agreements (PDSAs), and Professional
Construction Services Agreements (PCSAs). PDSAs are used to obtain design
engineering services, and PCSAs are a subsequent agreement with the design consultant
to provide support services during construction. PSAs are used for planning studies and
other consultant assignments. There are currently 50 Professional Design and Related
Service Agreements (26 individual firms) with total agreement amount of $233,456,511.
Table 7 in the appendix provides a detailed list of Professional Design and Related
Service Agreements.
Master Agreements
Master Agreements are issued to a pool of pre-qualified consultants for smaller projects.
On those smaller projects, OC San solicits task order proposals from interested firms and
awards a task order to the most qualified consultant. The Master Agreements are listed
below.
• 2017 Master Agreements for Planning Studies (expired)
• 2018 Master Professional Design Services Agreements (expired)
• 2020 Master Agreements for On-Call Planning Studies (expired)
• 2021 Master Professional Design Services Agreements (expired)
• 2024 Master Agreements for On-Call Planning Studies
• 2024 Master Professional Design Service Agreements
• Agreement for Design Installation, Implementation and Maintenance of a Process
Control System
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
5
New task orders cannot be issued under expired agreements, but previously issued task
orders remain active until completed. Task Orders are limited by OC San Ordinance
No. OC SAN-61 to $500,000 per task order. Below is a summary of the various master
agreements with active task orders. See Table 8 in the appendix for a detailed list of task
orders.
Task Order Contracts Total Contract
Amount
2017 Master Agreements for Planning Studies 1 $274,888
2018 Master Professional Design Service Agreements 18 $3,562,073
2020 Master Agreements for On-Call Planning Studies 5 $1,198,791
2021 Master Professional Design Service Agreements 16 $4,126,708
2024 Master Agreements for On-Call Planning Studies 3 $1,157,734
2024 Master Professional Design Service Agreements 0 $0
Master Service Agreements
Through a competitive procurement process, a Master Services Agreement (MSA) was
awarded to ABB Inc. for the design, installation, implementation, and maintenance of a
control system for a term of 15 years with renewals up to 25 years under Project SP-196,
Process Control Systems Upgrades Study. Specific equipment and services will be
procured under task orders associated with each CIP project and operating budget.
Task Order Contracts Total Contract Amount
Design Installation, Implementation and Maintenance
of a Process Control System Master Agreement 2 $12,160,424
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
6
PART 3 – MASTER BUDGET PROJECTS
The Board-adopted budget for Fiscal Years 2022-23 and 2023-24 includes master
program budgets that allow staff to initiate, execute, and manage smaller projects that fit
within the scope of a particular program more quickly. The projects chartered under these
program budgets are referred to as sub-projects and are managed to the same standards
as projects specifically listed in the adopted budget. A status table for each of these
programs listing the sub-projects is attached in the appendix. These projects include
Planning Studies (PS), Research (RE), Facility Engineering (FE), Maintenance (MP), and
Small Capital (SC) and Information Technology (IT).
Master Program Title Status
Table
Number of
Projects
Total Allocated
Budget
Planning Studies Program Table 9 18 $11,643,943
Research Program Table 10 2 $8,101,029
Small Construction Projects, Operations &
Maintenance Capital Programs Table 11 42 $115,469,700
Information Technology Capital Program Table 12 8 $2,247,322
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
7
PART 4 – SUPPLEMENTAL ENGINEERING SERVICES CONTRACT
In April of 2022, the OC San Board of Directors approved two Professional Service
Agreements - one with AECOM Technical Services, Inc. and one with Jacobs Project
Management Co. - to provide Supplemental Engineering Services for a three-year period
commencing May 1, 2022, through April 30, 2025, with two one-year renewal options.
The Board approved the agreements for an amount not to exceed $29,700,000 per
individual agreement.
The benefits of using a supplemental engineering services contract, as opposed to hiring
full-time staff or limited-term employees, include rapid mobilization of highly
skilled/technical staff, flexibility to change the mix of staff positions on an immediate and
as-needed basis, the ability to reduce staff as workloads decrease, access to technical
experts to support special tasks, and access to staff with wastewater project experience.
Status tables for the supplemental engineering services contract and labor summary for
the 2022 Supplemental Engineering Services Contract with AECOM and Jacobs Project
Management Co. are included below.
2022 Supplemental Engineering Services Contract Status (AECOM)
Total Fees Time
Contract $29,700,000 60 Months(1)
Actuals to Date $3,345,637 11% 32 Months 53%
Remaining $26,354,363 89% 28 Months 47%
(1) Assuming two additional 1-year extensions
2022 Supplemental Engineering Services Labor Summary (AECOM)
This Quarter Inception to Date
Labor Hours 4,008 18,576
Full Time Equivalents 8.91 3.87
Labor Costs (no expenses) $746,120 $3,275,192
Average Hourly Rate $186 $176
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
8
2022 Supplemental Engineering Services Contract Status (Jacobs)
Total Fees Time
Contract $29,700,000 60 Months(1)
Actuals to Date $15,860,908 53% 32 Months 53%
Remaining $13,83,092 47% 28 Months 47%
(1) Assuming two additional 1-year extensions
2022 Supplemental Engineering Services Labor Summary (Jacobs)
This Quarter Inception to Date
Labor Hours 13,170 93,056
Full Time Equivalents 27 18
Labor Costs (no expenses) $2,323,447 $15,503,239
Average Hourly Rate $177 $176
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
9
PART 5 – PROGRAMMING PROFESSIONAL SERVICES CONTRACT
In April of 2022, the OC San Board of Directors approved two Professional Service
Agreements - one with Enterprise Automation and one with Rockwell Automation, Inc.
(formerly Maverick Technologies) - to provide Programming Professional Services for a
three-year period commencing May 11, 2022, through May 10, 2025, with two one-year
renewal options. The Board approved the agreements for an amount not to exceed
$4,900,000 per individual agreement.
The programming professional services will program, test, commission, maintain,
upgrade, and configure programmable logic controllers, HMI graphics, databases,
servers, and networks for select projects. The benefits of using a programming
professional services contract, as opposed to hiring full-time staff or limited-term
employees, include the ability to provide the needed short-term resources during the
execution of Project No. J-120, Process Control Systems Upgrades, rapid mobilization of
highly skilled technical resources, flexibility to change the mix of needed resources to
match project requirements, and the ability to increase or reduce project resources as
workloads change.
Status tables for the programming professional services contract and labor summary for
the 2022 Programming Professional Services Contract with Enterprise Automation and
Rockwell Automation are included below.
2022 Programming Professional Services Contract Status
(Enterprise Automation)
Total Fees Time
Contract $4,900,000 60 Months(1)
Actuals to Date $1,860,002 38% 32 Months 53%
Remaining $3,039,998 62% 28 Months 47%
(1) Assuming two additional 1-year extensions
2022 Programming Professional Services Labor Summary
(Enterprise Automation)
This Quarter Inception to Date
Labor Hours 35 9864
Full Time Equivalents 0.1 1.8
Labor Costs (no expenses) $7,563 $1,859,918
Average Hourly Rate $215 $189
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
10
2022 Programming Professional Services Contract Status
(Rockwell Automation)
Total Fees Time
Contract $4,900,000 60 Months(1)
Actuals to Date $1,547,241 32% 32 Months 53%
Remaining $3,352,759 68% 28 Months 47%
(1) Assuming two additional 1-year extensions
2022 Programming Professional Services Labor Summary
(Rockwell Automation)
This Quarter Inception to Date
Labor Hours 488 8135
Full Time Equivalents 0.2 1.5
Labor Costs (no expenses) $100,748 $1,547,241
Average Hourly Rate $206 $190
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
11
PART 6 – ON-CALL SERVICES AGREEMENTS
OC San uses three sets of on-call services agreements for coating inspection and
corrosion testing; materials testing, inspection, and other geotechnical testing; and
surveying. Services are typically requested by inspection supervisors as needs arise,
and the work is generally spread among the available firms.
The table below lists the contract limits and funds expended to date for each of the
agreements which became effective on March 23, 2022, and will expire on April 30, 2025.
For each of these services, OC San typically uses a single firm for a particular
construction contract.
Consultant Contract
Limit
Total Costs
Incurred Remaining
Coating Inspection Services (PSA2022-001)
CSI Services, Inc. $300,000 $38,492 $261,509
Diversified Project Services Int'l (DPSI) $300,000 $222,404 $77,596
Geotechnical Testing Services (PSA2022-003)
AESCO $400,000 $314,402 $85,598
Atlas Technical Consultants $400,000 $285,905 $114,095
Koury Engineering and testing, Inc. $400,000 $195,858 $204,142
MTGL, Inc $400,000 $229,622 $170,378
Surveying Services (PSA2022-002)
D.Woolley & Associates $200,000 $47,01 $152,909
Michael Baker International, Inc. $200,000 $32,239 $167,762
Psomas $200,000 $63,147 $136,853
Stantec Consulting Services, Inc. $200,000 $45,435 $154,565
OC San uses an on-call corrosion engineering service agreement to perform condition
assessments and an on-call corrosion engineering support agreement to support
condition assessment and provide confined space entry support.
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
12
The table below list the contract limits and funds expended to date for each of the
agreements. The Corrosion Management Support Services is a one-year agreement with
four one-year renewal options that became effective on February 1, 2020. The Condition
Assessment On-Call Contractor Support Services is a one-year agreement with four one-
year renewal options that became effective on November 1, 2021.
Consultant Contract
Limit
Total Costs
Incurred Remaining
Corrosion Management Support Services
Corrpro Companies Inc $600,000 $420,304 $179,696
Condition Assessment On-Call Contractor Support Services
Jamison Engineering Contractors, Inc $783,470 $139,240 $493,055
Engineering Program
Contract Performance Report
For the Period Ending December 31, 2024
13
APPENDIX
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contractor Award
Date
Contract Amount Contingency
Award Change
Orders
Current %
Spent
Original Current Used Remaining
2-49 Taft Branch Improvements Big Ben Inc. 05/22/2024 $20,458,250 $0 $20,458,250 3.4% 10.0% 10.0% 0.0% 10.0%
3-64B Los Alamitos Trunk Sewer
Rehabilitation
Steve P. Rados,
Inc.
05/26/2021 $17,775,000 $357,119 $18,132,119 91.5% 10.0% 10.0% 2.0% 8.0%
3-67 Seal Beach Pump Station
Replacement
Walsh
Construction
Company II, LLC
12/14/2023 $97,032,743 ($14,375) $97,018,368 6.7% 10.0% 10.0% 0.0% 10.0%
5-68 Newport Beach Pump Station
Pressurization Improvements
Innovative
Construction
Solutions
04/25/2023 $937,500 $97,756 $1,035,256 100.0% 10.0% 17.0% 10.4% 6.6%
7-65 Gisler-Red Hill Interceptor and
Baker Force Main Rehabilitation
Steve P. Rados,
Inc.
05/24/2023 $44,706,000 ($1,067,300) $43,638,700 47.6% 10.0% 10.0% -2.4% 12.4%
7-68 MacArthur Force Main
Improvements
SRK
Engineering, Inc.
10/20/2023 $3,897,000 $0 $3,897,000 84.3% 10.0% 10.0% 0.0% 10.0%
FE18-13 Redhill Relief Sewer Relocation at
State Route 55
SRK
Engineering, Inc.
06/22/2022 $2,213,000 $457,620 $2,670,620 13.8% 15.0% 36.0% 20.7% 15.3%
FE18-14 Plant Water Pipeline Replacement
in Kinnison, Lindstrom, and Scott
Tunnels at Plant No. 2
MMC, Inc. 12/16/2020 $1,134,000 $31,995 $1,165,995 76.5% 15.0% 15.0% 2.8% 12.2%
FE19-01 Pump Station Portable Generator
Connectors
Pacific Industrial
Electric
09/29/2021 $1,207,479 $68,343 $1,275,822 99.5% 10.0% 16.0% 5.7% 10.3%
FE19-02 Cengen Plant Water Pipe
Replacement at Plant No. 1
Innovative
Construction Solutions
05/14/2024 $3,385,000 $0 $3,385,000 0.0% 10.0% 10.0% 0.0% 10.0%
FE19-03 Trickling Filter Sludge and Scum
Pumps Replacement at Plant No. 1
Garney Pacific,
Inc.
02/23/2022 $778,000 $23,471 $801,471 91.0% 10.0% 10.0% 3.0% 7.0%
FE19-04 Sunflower Pump Replacement at
Plant No. 1
GSE
Construction
Company, Inc.
10/27/2021 $2,123,200 $162,055 $2,285,255 83.9% 10.0% 25.0% 7.6% 17.4%
FE19-08 Secondary Treatment VFD
Replacements at Plant No. 2
ACS Engineering 03/23/2022 $1,433,000 $0 $1,433,000 6.7% 10.0% 10.0% 0.0% 10.0%
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contractor Award
Date
Contract Amount Contingency
Award Change
Orders
Current %
Spent
Original Current Used Remaining
FE20-02 Digester C, D, F, and G Mechanical
Rehabilitation at Plant No. 2
J.F. Shea
Construction,
Inc.
08/13/2024 $3,694,000 $0 $3,694,000 0.0% 10.0% 10.0% 0.0% 10.0%
FE20-03 Return Activated Sludge Discharge
Piping Replacement at Activated
Sludge Plant No. 1
GSE
Construction
Company, Inc.
12/15/2022 $3,985,400 $0 $3,985,400 98.0% 10.0% 10.0% 0.0% 10.0%
FE20-04 Cengen Cooling Water Pipe
Replacement at Plant No. 2
Innovative
Construction
Solutions
11/16/2022 $3,487,600 $0 $3,487,600 41.7% 10.0% 10.0% 0.0% 10.0%
FE20-05 Plant Water Piping Replacement at
Secondary Clarifiers 1-26 at Plant
No. 1
T.E. Roberts, Inc. 12/05/2024 $1,375,313 $0 $1,375,313 0.0% 10.0% 10.0% 0.0% 10.0%
FE20-08 Olive Sub-Trunk Siphon
Rehabilitation at Santa Ana River
MMC, Inc. 04/26/2023 $1,944,000 $0 $1,944,000 65.6% 10.0% 10.0% 0.0% 10.0%
FE20-09 CenGen Smoke Detection
Improvements at Plant No. 1 and
No. 2
ADT
Commercial, LLC
12/15/2022 $313,000 ($4,109) $308,891 100.0% 10.0% 10.0% -1.3% 11.3%
FE21-07 Liquid Oxygen Tank A Replacement
at Plant No. 2
J.R. Filanc
Construction
Company, Inc.
01/18/2023 $2,608,007 $0 $2,608,007 36.6% 10.0% 10.0% 0.0% 10.0%
FE22-01 Platform Modifications for Process
Areas at Plant No. 1 and No. 2
Tharsos, Inc. 12/18/2024 $494,494 $0 $494,494 0.0% 15.0% 15.0% 0.0% 15.0%
FE22-02 Liquid Oxygen Tank B Replacement
at Plant No. 2
J.R. Filanc
Construction
Company, Inc.
07/01/2024 $3,098,000 $0 $3,098,000 1.4% 10.0% 10.0% 0.0% 10.0%
FE23-01 Digester Gas Compressor Dryer
Replacements at Plant Nos. 1 and 2
Innovative
Construction Solutions
09/10/2024 $5,942,500 $0 $5,942,500 0.0% 10.0% 10.0% 0.0% 10.0%
FE23-06 HVAC Replacements at Plant Nos. 1
and 2
ACCO
Engineered
Systems
07/24/2024 $1,698,204 $0 $1,698,204 0.0% 10.0% 10.0% 0.0% 0.0%
FE23-08 Power Buildings 7 and 8 HVAC
Replacement at Plant No. 1
Trane U.S. Inc. 10/02/2024 $687,708 $0 $687,708 0.0% 5.0% 5.0% 0.0% 5.0%
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contractor Award
Date
Contract Amount Contingency
Award Change
Orders
Current %
Spent
Original Current Used Remaining
FE23-09 Primary Clarifiers F and G Rotating
Mechanism Rehabilitation at Plant
No. 2
Vicon Enterprise 11/15/2024 $3,150,000 $0 $3,150,000 5.0% 15.0% 15.0% 0.0% 15.0%
FR1-0005 Cengen and 12Kv Service Center
Switchgear Battery System
Upgrades at Plant No. 1
Mass Electric
Construction Co.
11/27/2023 $970,000 $21,052 $991,052 63.0% 10.0% 20.0% 2.2% 17.8%
FR1-
0007R
Control Center Offices and Day
Training Room Remodeling at Plant
1
A2Z Construct
Inc.
02/20/2024 $348,000 $0 $348,000 67.6% 0.0% 10.0% 0.0% 10.0%
FR1-0011 VFD Replacements at Plant No. 1 ACS Engineering 12/15/2022 $1,214,888 $0 $1,214,888 19.6% 10.2% 10.2% 0.0% 10.2%
FR1-0016 Waste Sidestream Pump Station
VFD replacements at Plant No.1
Leed Electric 03/23/2022 $344,889 $23,764 $368,653 100.0% 15.0% 15.0% 6.9% 8.1%
FR1-0017 Trickling Filter Valve Replacement
at Plant No. 1
Vicon Enterprise 02/13/2024 $257,300 $5,945 $263,245 100.0% 10.0% 10.0% 2.3% 7.7%
FR1-0020 Traffic Signal Installation at Ellis
Avenue and Mt. Langley Street
Intersection
Asplundh
Construction
LLC
10/04/2024 $746,250 $0 $746,250 0.0% 10.0% 10.0% 0.0% 10.0%
FR2-0018 Activated Sludge Clarifier Repairs at
Plant No. 2
Garney Pacific,
Inc.
07/27/2022 $5,091,686 ($4,741) $5,086,945 100.0% 10.0% 10.0% -0.1% 10.1%
FR2-0023 Activated Sludge Clarifier Entry
Improvements at Plant No. 2
Tharsos, Inc. 03/21/2024 $1,171,000 $0 $1,171,000 84.4% 10.0% 10.0% 0.0% 10.0%
FR2-0026 Headworks Phase 3 Cable Replacement at Plant No. 2 ACS Engineering 02/22/2023 $575,360 $12,846 $588,206 50.8% 20.0% 20.0% 2.2% 17.8%
FR2-0032 Digester K Dome Repair at Plant
No. 2
Structural
Preservation
Systems, LLC
11/20/2024 $876,707 $0 $876,707 0.0% 15.0% 15.0% 0.0% 15.0%
FRC-0010 Warner Avenue Vault Cover
Improvements
Minako America
Corporation
09/17/2024 $977,000 $0 $977,000 0.0% 0.0% 0.0%
J-117B Outfall Low Flow Pump Station Shimmick Construction
12/19/2018 $90,200,000 $5,551,595 $95,751,595 93.4% 8.0% 8.0% 6.2% 1.8%
J-120 Process Control Systems Upgrades ABB, Inc. 07/28/2021 $11,818,480 ($14,679) $11,803,801 58.9% 10.0% 10.0% -0.1% 10.1%
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contractor Award
Date
Contract Amount Contingency
Award Change
Orders
Current %
Spent
Original Current Used Remaining
J-135B Engine and Generator Overhauls
at Plant No. 1 and 2
Cooper
Machinery
Services
07/27/2022 $29,361,029 $3,436,717 $32,797,746 69.0% 10.0% 18.0% 11.7% 6.3%
P1-105 Headworks Rehabilitation at Plant 1 Kiewit
Infrastructure
West Co.
03/24/2021 $222,330,000 $3,693,834 $226,023,834 62.8% 4.0% 4.0% 1.7% 2.3%
P1-128A Headquarters Complex at Plant No.
1
Swinerton
Builders
05/26/2021 $102,544,973 $4,917,352 $107,462,325 104.2% 5.0% 6.5% 4.8% 1.7%
P1-128A.1 Headquarters Complex at Plant No.
1
EIDIM Group,
Inc.
09/20/2023 $1,580,000 $66,150 $1,646,150 97.8% 10.0% 10.0% 4.2% 5.8%
P1-132 Uninterruptable Power Supply
Improvements at Plant 1
Leed Electric 12/15/2022 $5,765,789 ($3,381) $5,762,408 64.2% 10.0% 10.0% -0.1% 10.1%
P1-133 Primary Sedimentation Basins No.
6-31 Reliability Improvements at
Plant No. 1
Shimmick
Construction
02/23/2022 $6,275,000 $85,749 $6,360,749 96.8% 10.0% 10.0% 1.4% 8.6%
P1-134 South Perimeter Security and Utility
Improvements at Plant No.1
Tovey-Shultz
Construction,
Inc.
07/28/2021 $4,396,779 $405,201 $4,801,980 97.7% 10.0% 10.0% 9.2% 0.8%
P2-127 Collections Yard Relocation and
Warehouse Demolition at Plant No.
2
Archico Design
Build, Inc.
09/19/2023 $6,500,000 $74,106 $6,574,106 90.1% 10.0% 10.0% 1.1% 8.9%
P2-128A South Perimeter Wall and Soil
Improvements at Plant No. 2
Ames
Construction,
Inc.
11/20/2024 $25,270,000 $0 $25,270,000 0.0% 10.0% 10.0% 0.0% 10.0%
P2-137A Digester P and R Dome Tendon
Repair
Structural
Preservation
Systems, LLC
09/18/2024 $2,597,864 $0 $2,597,864 0.0% 10.0% 10.0% 0.0% 10.0%
P2-98A A-Side Primary Clarifiers
Replacement at Plant 2
PCL
CONSTRUCTION
INC.
05/26/2021 $111,405,880 $2,406,048 $113,811,928 50.5% 6.0% 6.0% 2.2% 3.8%
SC19-06 EPSA Standby Power Generator
Control Upgrades at Plant No. 2
Shimmick
Construction
10/17/2023 $3,500,000 $18,230 $3,518,230 45.3% 10.0% 10.0% 0.5% 9.5%
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contractor Award
Date
Contract Amount Contingency
Award Change
Orders
Current %
Spent
Original Current Used Remaining
SC22-01 EPSA Electrical Building and
Distribution Center H HVAC System
Replacement at Plant No. 2
Trane U.S. Inc. 06/28/2023 $3,862,000 $0 $3,862,000 17.5% 10.0% 10.0% 0.0% 10.0%
Total $869,539,272 $20,808,363 $890,347,635
Table 2 - Active Operations Committee Awarded Construction Contracts
Project/Contract Contractor Award Date Contract Amount Contingency
Award Change Orders Current % Spent Original Current Used Remaining
FR2-
0027
Heavy
Mechanics
Group Office
Space Upgrade
at Plant No. 2
MBE Construction 02/08/2024 $195,676 ($146) $195,530 100.0% 10.0% 10.0% -0.1% 10.1%
Total $195,676 $(146) $195,530
Table 3 - Active GM Awarded Construction Contracts
Project/Contract Contractor Award
Date
Contract Amount Contingency
Award Change
Orders
Current
%
Spent Original Current Used Remaining
FE21-04 Thickening and
Dewatering Facility
Handrail Installation at
Plant No. 1
J.R. Filanc Construction
Company, Inc.
07/30/2024 $110,400 $0 $110,400 0.0% 10.0% 10.0% 0.0% 10.0%
FR2-0025
Digester O-T and Q-R
Bridge Repair at Plant
No. 2
O'Connell Engineering
& Construction, Inc.
03/14/2022 $115,450 $38,000 $153,450 90.7% 10.0% 32.9% 32.9% 0.0%
Total $225,850 $38,000 $263,850
Table 4 - Closed Board-Awarded Construction Contracts
Project/Contract Contractor Award
Date
Closed
Date
Contract Amount Contingency
Award Change
Orders
Final Original Final Unused
No Board-awarded construction contracts closed this quarter
Table 5 - Closed Committee -Awarded Construction Contracts
Project/Contract Contractor Award Date Closed
Date Contract Amount Contingency
Award Change Orders Final Original Final Unused
FR2-
0029
Influent Pump
Station Plant
Water Piping
repair at Plant
No. 2
W.A. Rasic
Construction
Company
06/07/2023 $177,063 $25,314 $202,377 100.0% 20.0% 20.0% 14.3%
SC23-
01
Electric Vehicle
Charging
Stations and
Network
Installation
Chargie, LLC 11/14/2023 $143,225 $1,947 $145,172 100.0% 20.0% 20.0% 1.4%
Total $320,288 $27,261 $347,549
Table 6 - Closed GM-Awarded Construction Contracts
Project/Contract Contractor Award Date Closed
Date Contract Amount Contingency
Original
Award
Amount
Change Orders Final
Contract
Amount
Original Final Unused
No GM-awarded construction contract closed this quarter
Table 7 - Active Engineering Services Agreements
Project/Contract Consultant Type Award
Date
Contract Amount Contingency
Award Amendments Current %
Spent
Original Current Used Remaining
11-33 Edinger Pump
Station
Replacement
Arcadis U.S., Inc. PDSA 09/27/2023 $3,125,590 $35,180 $3,160,770 40% 10.0% 10.0% 1.1% 8.9%
1-23 Santa Ana
Trunk Sewer Rehabilitation
Stantec Consulting
Services Inc.
PDSA 04/27/2022 $3,880,000 $0 $3,880,000 79% 10.0% 10.0% 0.0% 10.0%
1-24 Greenville
Trunk
Improvements
Brown and Caldwell PDSA 10/26/2022 $4,730,000 $0 $4,730,000 35% 10.0% 10.0% 0.0% 10.0%
2-49 Taft Branch
Improvements
Woodard & Curran,
Inc.
PCSA 07/23/2024 $1,108,033 $0 $1,108,033 9% 10.0% 10.0% 0.0% 10.0%
2-49 Taft Branch
Improvements
Woodard & Curran,
Inc.
PDSA 02/24/2021 $2,200,000 $147,062 $2,347,062 99% 10.0% 10.0% 6.7% 3.3%
3-60 Knott - Miller
Holder Artesia Branch
Rehabilitation
Dudek PDSA 10/24/2023 $1,200,000 $0 $1,200,000 35% 10.0% 10.0% 0.0% 10.0%
3-62 Westminster
Blvd Force
Main
Replacement
Stantec Consulting
Services Inc.
PCSA 12/18/2019 $1,183,000 ($400,000) $783,000 75% 10.0% 10.0% -
33.8%
43.8%
3-64 Rehabilitation
of Western
Regional
Sewers
AECOM Technical
Services, Inc.
PDSA 01/27/2016 $17,639,250 $195,850 $17,835,100 63% 10.0% 10.0% 1.1% 8.9%
3-64B Los Alamitos
Trunk Sewer
Rehabilitation
AECOM Technical
Services, Inc.
PCSA 05/26/2021 $610,000 $0 $610,000 78% 10.0% 10.0% 0.0% 10.0%
3-67 Seal Beach
Pump Station Replacement
Lee & Ro, Inc. PCSA 12/14/2023 $6,148,000 $0 $6,148,000 12% 10.0% 10.0% 0.0% 10.0%
7-66 Sunflower and
Red Hill
Interceptor
Repairs
GHD, Inc. PCSA 07/28/2021 $166,000 $0 $166,000 51% 10.0% 10.0% 0.0% 10.0%
J-117B Outfall Low
Flow Pump
Station
SEL Engineering
Services Inc.
PSA 03/27/2019 $1,096,074 $0 $1,096,074 61% 10.0% 10.0% 0.0% 10.0%
Table 7 - Active Engineering Services Agreements
Project/Contract Consultant Type Award
Date
Contract Amount Contingency
Award Amendments Current %
Spent
Original Current Used Remaining
J-117B Outfall Low
Flow Pump
Station
Brown and Caldwell PCSA 12/19/2018 $8,563,913 $1,584,324 $10,148,237 82% 10.0% 18.5% 18.5% 0.0%
J-124 Digester Gas
Facilities Rehabilitation
Brown and Caldwell PDSA 11/15/2017 $11,770,000 $9,760,000 $21,530,000 65% 10.0% 89.9% 82.9% 6.9%
J-137 Ocean Outfalls
Rehabilitation
Hazen and Sawyer PSA 11/05/2024 $7,941,724 $0 $7,941,724 0% 0.0% 0.0%
J-98 Electrical
Power
Distribution
System
Improvements
Schweitzer
Engineering
Laboratories, Inc
PSA 03/25/2020 $1,296,878 $0 $1,296,878 36% 10.0% 10.0% 0.0% 10.0%
J-98 Electrical
Power
Distribution
System
Improvements
Brown and Caldwell PDSA 02/26/2020 $2,240,000 $223,806 $2,463,806 94% 10.0% 10.0% 10.0% 0.0%
P1-105 Headworks
Rehabilitation
at Plant 1
SEL Engineering
Services Inc.
PSA 01/30/2024 $137,275 $0 $137,275 20% 9.3% 9.3% 0.0% 9.3%
P1-105 Headworks
Rehabilitation
at Plant 1
Carollo Engineers,
Inc
PCSA 03/24/2021 $16,500,000 $0 $16,500,000 54% 10.0% 10.0% 0.0% 10.0%
P1-126 Primary
Sedimentation
Basins No. 3-5
Replacement at Plant No. 1
Black & Veatch
Corporation
PDSA 04/27/2022 $14,163,000 $207,183 $14,370,183 43% 10.0% 10.0% 1.5% 8.5%
P1-128A Headquarters
Complex at Plant No. 1
HDR Engineering,
Inc.
PCSA 05/26/2021 $4,900,000 $726,720 $5,626,720 96% 10.0% 15.0% 14.8% 0.2%
P1-128A Headquarters Complex at
Plant No. 1
AECOM Technical Services, Inc. PSA 04/28/2021 $6,750,000 $299,107 $7,049,107 94% 10.0% 10.0% 4.4% 5.6%
P1-132 Uninterruptable
Power Supply
Improvements
at Plant 1
Tetra Tech, Inc. PCSA 11/09/2023 $217,830 $0 $217,830 45% 10.0% 10.0% 0.0% 10.0%
Table 7 - Active Engineering Services Agreements
Project/Contract Consultant Type Award
Date
Contract Amount Contingency
Award Amendments Current %
Spent
Original Current Used Remaining
P1-132 Uninterruptable
Power Supply
Improvements
at Plant 1
Tetra Tech, Inc. PDSA 11/20/2019 $784,630 $62,755 $847,385 97% 10.0% 10.0% 8.0% 2.0%
P1-137 Support Buildings
Seismic
Improvements
at Plant No. 1
Simpson, Gumpertz, and
Heger
PDSA 07/27/2022 $1,900,000 $151,537 $2,051,537 84% 10.0% 10.0% 8.0% 2.0%
P1-140 Activated
Sludge-1
Rehabilitation
at Plant No. 1
HDR Engineering,
Inc.
PDSA 12/15/2022 $18,462,443 $0 $18,462,443 34% 10.0% 10.0% 0.0% 10.0%
P2-123 Return
Activated Sludge Piping
Replacement
at Plant 2
Spec Services, Inc. PCSA 09/25/2019 $252,329 $25,233 $277,562 100% 10.0% 10.0% 10.0% 0.0%
P2-124 Interim Food
Waste
Receiving
Facility
Kennedy/Jenks
Consultants, Inc.
PDSA 09/26/2018 $695,000 $31,168 $726,168 100% 10.0% 10.0% 4.5% 5.5%
P2-128 Digester
Replacement
at Plant No. 2
Brown and Caldwell PDSA 07/22/2020 $39,300,000 $9,602,657 $48,902,657 61% 10.0% 26.0% 24.4% 1.6%
P2-137A Digester P and
R Dome
Tendon Repair
CDM Smith Inc. PCSA 08/27/2024 $209,000 $0 $209,000 6% 10.0% 10.0% 0.0% 10.0%
P2-138 Operations and
Maintenance
Complex at
Plant No. 2.
Stantec Architecture
Inc.
PDSA 01/25/2023 $7,914,529 $431,414 $8,345,943 25% 10.0% 42.0% 5.5% 36.5%
P2-98A A-Side Primary
Clarifiers
Replacement
at Plant 2
SEL Engineering
Services Inc.
PSA 05/23/2023 $97,399 $0 $97,399 0% 0.0% 0.0%
P2-98A A-Side Primary
Clarifiers
Replacement
at Plant 2
Black & Veatch
Corporation
PCSA 05/26/2021 $8,400,000 $0 $8,400,000 54% 10.0% 10.0% 0.0% 10.0%
Table 7 - Active Engineering Services Agreements
Project/Contract Consultant Type Award
Date
Contract Amount Contingency
Award Amendments Current %
Spent
Original Current Used Remaining
PS21-06 Urban Runoff
Optimization
Study
Michael Baker
International, Inc.
PSA 03/22/2023 $711,230 $70,700 $781,930 82% 10.0% 10.0% 9.9% 0.1%
PS21-07 Process
Simulation
Model
Development
for Cen Gen
Facilities
Intelliflux Controls PSA 02/05/2024 $150,308 $0 $150,308 0% 10.0% 10.0% 0.0% 10.0%
RE21-01 Supercritical
Water
Oxidation
Demonstration at Plant No. 1
374Water Systems,
Inc.
PSA 12/15/2021 $5,139,000 $101,558 $5,240,558 42% 10.0% 10.0% 2.0% 8.0%
Total $201,582,435 $23,256,254 $224,838,689
Table 8 - Active Task Orders by Master Agreement
Agreement/Project Consultant Award
Date
Original Task
Order Value
Amendments Current Task
Order Value
%
Spent
2017 Master Agreements for On-Call Planning Studies
PS19-03 Laboratory Rehabilitation Feasibility
Study
HDR Engineering, Inc. 10/20/2020 $274,888 $0 $274,888 81%
Subtotal $274,888 $0 $274,888
2018 Master Professional Design Service Agreements
FE18-06 CenGen Instrument Air Compressors
Replacement at Plant No. 1
IDS Group, Inc. 04/27/2020 $89,876 $0 $89,876 83%
FE18-13 Redhill Relief Sewer Relocation at State
Route 55
GHD, Inc. 03/27/2020 $168,612 $105,331 $273,943 91%
FE18-14 Plant Water Pipeline Replacement in
Kinnison, Lindstrom, and Scott Tunnels at
Plant No. 2
Dudek 11/06/2019 $108,308 $21,544 $129,852 97%
FE19-02 Cengen Plant Water Pipe Replacement at
Plant No. 1
AECOM Technical
Services, Inc.
07/08/2020 $156,498 $143,378 $299,876 83%
FE19-03 Trickling Filter Sludge and Scum Pumps
Replacement at Plant No. 1
Black & Veatch
Corporation
09/02/2020 $244,728 $55,272 $300,000 98%
FE19-06 EPSA Motor Cooling Improvements at
Plant No. 2
IDS Group, Inc. 05/05/2020 $88,206 $10,541 $98,747 100%
FE19-10 Digesters C, D, F, G and I Gas Balance
Lines Replacement at Plant No. 2
GHD, Inc. 02/03/2021 $25,000 $65,749 $90,749 80%
FE19-11 Primary Clarifiers Nos. 6-31 Lighting and
Alarm Improvements at Plant No. 1
AECOM Technical
Services, Inc.
09/21/2020 $226,685 $6,137 $232,822 75%
FE19-13 VFD Replacements at Seal Beach Pump
Station
AECOM Technical
Services, Inc.
03/24/2021 $78,033 $0 $78,033 60%
FE20-01 Wastehauler Station Safety and Security
Improvements
AECOM Technical
Services, Inc.
03/16/2021 $161,012 $16,247 $177,259 91%
FE20-02 Digester C, D, F, and G Mechanical
Rehabilitation at Plant No. 2
HDR Engineering, Inc. 03/02/2021 $188,212 $34,352 $222,564 86%
FE20-03 Return Activated Sludge Discharge Piping
Replacement at Activated Sludge Plant
No. 1
GHD, Inc. 06/14/2021 $249,000 $0 $249,000 92%
FE20-04 Cengen Cooling Water Pipe Replacement
at Plant No. 2
Dudek 05/18/2021 $240,000 $130,000 $370,000 84%
FE20-05 Plant Water Piping Replacement at
Secondary Clarifiers 1-26 at Plant No. 1
IDS Group, Inc. 06/22/2021 $186,626 $0 $186,626 77%
Table 8 - Active Task Orders by Master Agreement
Agreement/Project Consultant Award
Date
Original Task
Order Value
Amendments Current Task
Order Value
%
Spent
FE20-08 Olive Sub-Trunk Siphon Rehabilitation at
Santa Ana River
Dudek 06/10/2021 $240,000 $0 $240,000 97%
FE20-09 CenGen Smoke Detection Improvements
at Plant No. 1 and No. 2
IDS Group, Inc. 06/15/2021 $63,275 $0 $63,275 83%
FR1-0011 VFD Replacements at Plant No. 1 Black & Veatch
Corporation
04/08/2021 $283,000 $17,000 $300,000 83%
FRC-0009 Bitter Point Trunk Sewer Repair at Bitter
Point Pump Station
GHD, Inc. 06/17/2021 $159,451 $0 $159,451 83%
Subtotal $2,956,522 $605,551 $3,562,073
2020 Master Agreements for On-Call Planning Studies
PS19-03 Laboratory Rehabilitation Feasibility
Study
Hazen and Sawyer 01/17/2023 $23,825 $0 $23,825 100%
PS20-09 Thickening & Dewatering Plant Water
Study at Plant No. 1
HDR Engineering, Inc. 04/21/2022 $219,670 $0 $219,670 80%
PS21-08 Pure Oxygen Activated Sludge
Operations Study at Plant No. 2
Hazen and Sawyer 09/22/2022 $241,791 $55,413 $297,204 100%
PS21-10 Integrated Nitrogen Management Hazen and Sawyer 10/19/2023 $247,000 $0 $247,000 20%
PS22-02 Onsite Oxygen Generation Feasibility
Study at Plant No. 2
Black & Veatch
Corporation
02/13/2023 $393,374 $17,718 $411,092 52%
Subtotal $1,125,660 $73,131 $1,198,791
2021 Master Professional Design Service Agreements
FE21-08 Newhope-Placentia Sewer Manhole
Replacements
GHD, Inc. 02/28/2023 $235,820 $0 $235,820 90%
FE22-01 Platform Modifications for Process Areas
at Plant No. 1 and No. 2
ProjectLine Technical
Services. Inc.
03/14/2023 $159,296 $0 $159,296 80%
FR1-0017 Trickling Filter Valve Replacement at Plant
No. 1
Dudek 08/16/2022 $101,108 $0 $101,108 90%
FR1-0018 Dewatering Centrifuge Diverter Gate
Improvements at Plant No. 1
Dudek 08/16/2022 $140,000 $93,191 $233,191 97%
FR1-0023 Secondary Treatment Area Cable
Replacement at Plant No. 1
Brown and Caldwell 06/28/2024 $338,943 $0 $338,943 10%
FR2-0023 Activated Sludge Clarifier Entry
Improvements at Plant No. 2
AECOM Technical
Services, Inc.
01/13/2022 $120,030 $79,828 $199,858 68%
Table 8 - Active Task Orders by Master Agreement
Agreement/Project Consultant Award
Date
Original Task
Order Value
Amendments Current Task
Order Value
%
Spent
FR2-0027 Heavy Mechanics Group Office Space
Upgrade at Plant No. 2
ProjectLine Technical
Services. Inc.
09/13/2022 $126,153 $0 $126,153 97%
FR2-0031 Activated Sludge System Scum Rerouting
at Plant No. 2
GHD, Inc. 06/14/2024 $369,479 $72,305 $441,784 7%
FRC-0010 Warner Avenue Vault Cover
Improvements
Kleinfelder, Inc. 11/16/2021 $205,000 $43,128 $248,128 87%
FRC-0014 Magnolia Sewer Manhole Abandonment
at Interstate-5
Brown and Caldwell 03/15/2023 $195,055 $0 $195,055 58%
FRC-0017 Valve Replacements and Wet Well Access
Improvements at Slater Pump Station
Dudek 06/14/2024 $281,000 $0 $281,000 20%
FRJ-0003 Interplant Gas Line Blow Off Vault Repairs Dudek 09/08/2022 $165,000 $55,091 $220,091 89%
J-120A Control Room Reconfiguration at Plant
No.1
ProjectLine Technical
Services. Inc.
12/04/2023 $255,036 $27,672 $282,708 85%
P1-142 Trickling Filter Media Replacement at
Plant No. 1
Brown and Caldwell 05/21/2024 $397,030 $56,128 $453,158 20%
P2-127 Collections Yard Relocation and
Warehouse Demolition at Plant No. 2
ProjectLine Technical
Services. Inc.
08/02/2022 $188,898 $121,517 $310,415 97%
SC19-06 EPSA Standby Power Generator Control
Upgrades at Plant No. 2
Spec Services, Inc. 11/03/2021 $241,153 $58,847 $300,000 77%
Subtotal $3,519,001 $607,707 $4,126,708
2024 On-Call Planning Studies
PS23-01 Fleet Facilities Improvements Study Stantec Consulting
Services Inc.
09/10/2024 $243,543 $0 $243,543 0%
PS23-03 2025 Outfall Initial Dilution Model Hazen and Sawyer 07/16/2024 $425,232 $0 $425,232 0%
PS23-06 Seismic Resilience Study at Plant No. 2 Brown and Caldwell 10/22/2024 $488,959 $0 $488,959 0%
Subtotal $1,157,734 $0 $1,157,734
Agreement for Design Installation, Implementation and Maintenance of a Process Control System
J-120A Control Room Reconfiguration at Plant
No.1
ABB, Inc. 10/28/2024 $356,622 $0 $356,622 0%
Subtotal $356,622 $0 $356,622
Total $9,390,427 $1,286,389 $10,676,816
28
Table 9 - Planning Studies Status Report
Project
Number
Project Name Status Allocated
Budget
PS19-03 Laboratory Rehabilitation Feasibility Study Active $450,000
PS20-02 Collection System Flow Level Monitoring Study Active $743,218
PS20-08 Euclid Trunk Sewer Hydraulic Modeling and Odor Control Analyses Active $500,000
PS20-09 Thickening & Dewatering Plant Water Study at Plant No. 1 Active $400,000
PS21-01 Exterior Lighting Study at Plant Nos. 1 and 2 Active $345,533
PS21-02 Public Announcement and Fire System at Plant Nos. 1 and 2 Active $500,000
PS21-04 Energy and Digester Gas Master Plan Active $1,785,000
PS21-05 CAD Design Manual Update for 3D Design Active $758,000
PS21-06 Urban Runoff Optimization Study Active $1,100,000
PS21-07 Process Simulation Model Development for Cen Gen Facilities Active $211,192
PS21-10 Integrated Nitrogen Management Active $372,000
PS22-02 Onsite Oxygen Generation Feasibility Study at Plant No. 2 Active $295,000
PS23-01 Fleet Facilities Improvements Study Active $350,000
PS23-03 2025 Outfall Initial Dilution Model Active $708,000
PS23-04 Digital Asset Management Study Active $630,000
PS23-05 Utility Water Planning Study at Plant Nos. 1 and 2 Active $1,100,000
PS23-06 Seismic Resilience Study at Plant No. 2 Active $946,000
PS24-01 Deep Well Injection Feasibility Study Active $450,000
Grand Total $11,643,943
Number of Chartered Projects 18
Board Approved Program Budget $25,000,000
Remaining Unallocated Budget $13,356,057
29
Table 10 - Research Program Status Report
Project
Number
Project Name Status Allocated
Budget
RE20-06 Co-Thickened Sludge Pump Trial at Plant No. 1 Active $160,000
RE21-01 Supercritical Water Oxidation Demonstration at Plant No. 1 Active $7,941,029
Grand Total $8,101,029
Number of Chartered Projects 2
Board Approved Program Budget $10,000,000
Remaining Unallocated Budget $1,898,971
30
Table 11 - Small Construction Projects Program Status Report
Project
Number
Project Name Status Allocated
Budget
FE18-06 CenGen Instrument Air Compressors Replacement at Plant No. 1 Active $1,150,000
FE18-13 Redhill Relief Sewer Relocation at State Route 55 Active $4,100,000
FE18-14 Plant Water Pipeline Replacement in Kinnison, Lindstrom, and Scott
Tunnels at Plant No. 2
Active $2,300,000
FE19-01 Pump Station Portable Generator Connectors Active $2,570,000
FE19-02 Cengen Plant Water Pipe Replacement at Plant No. 1 Active $5,725,000
FE19-03 Trickling Filter Sludge and Scum Pumps Replacement at Plant No. 1 Active $3,200,000
FE19-04 Sunflower Pump Replacement at Plant No. 1 Active $4,300,000
FE19-06 EPSA Motor Cooling Improvements at Plant No. 2 Active $1,825,000
FE19-08 Secondary Treatment VFD Replacements at Plant No. 2 Active $2,900,000
FE19-10 Digesters C, D, F, G and I Gas Balance Lines Replacement at Plant No. 2 Active $176,000
FE19-11 Primary Clarifiers Nos. 6-31 Lighting and Alarm Improvements at Plant
No. 1
Active $1,250,000
FE20-01 Wastehauler Station Safety and Security Improvements Active $2,923,000
FE20-02 Digester C, D, F, and G Mechanical Rehabilitation at Plant No. 2 Active $6,622,000
FE20-03 Return Activated Sludge Discharge Piping Replacement at Activated
Sludge Plant No. 1
Active $6,840,000
FE20-04 Cengen Cooling Water Pipe Replacement at Plant No. 2 Active $5,180,000
FE20-05 Plant Water Piping Replacement at Secondary Clarifiers 1-26 at Plant
No. 1
Active $2,485,000
FE20-08 Olive Sub-Trunk Siphon Rehabilitation at Santa Ana River Active $3,500,000
FE20-09 CenGen Smoke Detection Improvements at Plant No. 1 and No. 2 Active $950,000
FE21-01 Plasma Cutting Fume Extractor installation at Plant No. 1 Rebuild Shop Active $400,700
FE21-04 Thickening and Dewatering Facility Handrail Installation at Plant No. 1 Active $510,000
FE21-06 Chemical Dosing Station Installation at Westside Pump Station Active $560,000
FE21-07 Liquid Oxygen Tank A Replacement at Plant No. 2 Active $3,800,000
FE21-08 Newhope-Placentia Sewer Manhole Replacements Active $1,225,000
FE22-01 Platform Modifications for Process Areas at Plant No. 1 and No. 2 Active $1,300,000
FE22-02 Liquid Oxygen Tank B Replacement at Plant No. 2 Active $4,200,000
FE23-01 Digester Gas Compressor Dryer Replacements at Plant Nos. 1 and 2 Active $8,000,000
FE23-03 Wetwell Level Monitoring Upgrade at Collections Pump Stations Active $4,005,000
FE23-04 Truck Loading Scale Replacement at Plant No. 2 Active $916,000
FE23-05 Primary Clarifier Nos. 6-31 Scum Pump Replacement at Plant No. 1 Active $3,789,000
31
Table 11 - Small Construction Projects Program Status Report
Project
Number
Project Name Status Allocated
Budget
FE23-06 HVAC Replacements at Plant Nos. 1 and 2 Active $2,840,000
FE23-07 Pipeline Utility Easement Clean Up in Huntington Beach Active $4,500,000
FE23-08 Power Buildings 7 and 8 HVAC Replacement at Plant No. 1 Active $850,000
FE23-09 Primary Clarifiers F and G Rotating Mechanism Rehabilitation at Plant
No. 2
Active $4,360,000
FE24-02 Gas Compressor Building Heat Exchanger Replacement at Plant No. 1 Active $640,000
SC19-03 Return Activated Sludge Pump Station Elevator Rehabilitation at Plant
No. 2
Active $890,000
SC19-06 EPSA Standby Power Generator Control Upgrades at Plant No. 2 Active $4,800,000
SC20-02 Ocean Outfall Booster Station Elevator Rehabilitation Active $410,000
SC22-01 EPSA Electrical Building and Distribution Center H HVAC System
Replacement at Plant No. 2
Active $5,100,000
SC22-02 HVAC Replacement for Plant 2 Centrifuge Building, Operations
Building, and Bitter Point PS
Active $3,712,000
SC23-01 Electric Vehicle Charging Stations and Network Installation Active $391,000
SC23-02 Effluent Junction Box Security Fence Replacement at Plant No. 1 Active $130,000
SC23-03 Collection System Critical Assets Active $145,000
Grand Total $115,469,700
Number of Chartered Projects 42
Board Approved Program Budget $125,000,000
Remaining Unallocated Budget $9,530,300
32
Table 12 - Information Technology Capital Program Status Report
Project
Number
Project Name Status Allocated
Budget
IT19-05 IT P1 & P2 Data Refresh (IT19-05) Active $1,200,000
IT20-05 Client Management Modernization (ICE-69_IT20-05) 6520005 Active $99,000
IT20-08 Field Computer for Nerissa and Interface with LIMS(ICE-68_IT20-07)
6520008
Active $121,000
IT20-10 Digitize Quality Assurance Tracking Processes/TNI/ELAP Standards
(ICE-76_IT20-10) 6520010
Active $145,700
IT21-04 Databridge Scale Management Software (ICE - 84_IT21-04) Active $42,752
IT23-03 Workforce Timecard Migration (ICE-98_IT23-03) Active $314,403
IT23-04 Evacuation Mustering & Visitor Management System (ICE -99_IT23-04) Active $176,000
IT24-01 ServiceNow Employee Center Intranet Portal Migrations (ICE -
101_IT24-01)
Active $148,467
Grand Total $2,247,322
Number of Chartered Projects 8
Board Approved Program Budget $10,000,000
Remaining Unallocated Budget $7,752,678
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4089 Agenda Date:3/5/2025 Agenda Item No:9.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
COLLECTION SYSTEM SPARE PUMP PROCUREMENT FOR THE WESTSIDE AND COLLEGE
PUMP STATIONS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A.Approve a Sole Source Purchase Order to Flo-Systems, Inc. for the purchase of two spare
rotating pump assemblies: one rotating assembly for the Westside Pump Station and one
rotating assembly for the College Pump Station, for a total amount not to exceed $225,349,
including applicable sales tax and freight; and
B. Approve a contingency of $22,535 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)operates 15 pump stations within its regional
collection system.The pump stations lift wastewater from low points where the gravity flow system
cannot be used to transport wastewater to the treatment plants.The pumps in these stations require
routine removal and restoration activities to maintain design capacity output due to normal wear and
tear.These pump stations are critical to the collection system operation and may result in a backup
or sewer spill in the event of losing pumping capacity.
RELEVANT STANDARDS
·Achieve less than 2.1 sewer spills per 100 miles
·Commitment to safety & reducing risk in all operations
·Protect OC San assets
PROBLEM
The main lift pumps at College and Westside Pump Stations require removal for overhauls.
However,without spare replacements on hand,this process leads to a temporary loss of pumping
capacity.Additionally,the extended lead times in modern supply chains for required overhaul
services reduce system redundancy, increasing the risk of service disruptions.
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File #:2025-4089 Agenda Date:3/5/2025 Agenda Item No:9.
PROPOSED SOLUTION
Approve the purchase of spare rotating pump assemblies from Flo-Systems,Inc.for the Westside
and College pump stations to maintain asset availability and minimize operational downtime.
TIMING CONCERNS
The spare pump assemblies identified for purchase have a lead time of up to 25 weeks,or longer,
depending on availability.
RAMIFICATIONS OF NOT TAKING ACTION
Loss of pumping capacity at the pump stations due to long lead times for spare pumps increases the
risk of a sewer spill.
PRIOR COMMITTEE/BOARD ACTIONS
February 2021 -Approved Hidrostal,LLC to the Original Equipment Manufacturer (OEM)Sole
Source List for pumps and replacement parts.
ADDITIONAL INFORMATION
Flo-Systems,Inc.is the sole approved representative authorized by Hidrostal,LLC to sell the subject
pump assemblies.
CEQA
N/A
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 89,Collection Facilities Operations and
Maintenance) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed online at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4105 Agenda Date:3/5/2025 Agenda Item No:10.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
PURCHASE OF PORTABLE VALVE ACTUATORS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Division of Unex Corporation dba Hytorc for the
purchase of four (4) Modec Portable Valve Actuators for a total amount not to exceed
$166,992, including applicable sales tax and freight; and
B. Approve a contingency of $8,350 (5%).
BACKGROUND
The Orange County Sanitation District (OC San)has many valves throughout both plant facilities and
pump stations that require staff to manually turn by hand when opening and closing valves and
gates.Having a portable tool that can safely and efficiently replace the manual process and increase
response time,especially in wet weather and emergency situations,would be beneficial to plant and
pump station operations.
RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Maintain a proactive asset management program
·Provide a safe and collegial workplace
·Operate and maintain facilities to minimize impacts on surrounding communities, including
odor, noise, and lighting
PROBLEM
The manual process to open and close valves requires extensive,difficult,and time-consuming
manual operation,leading to high risk of injury.Valves can also be inadvertently over-torqued by
manual operation, resulting in damage to the valve stem assembly.
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File #:2025-4105 Agenda Date:3/5/2025 Agenda Item No:10.
PROPOSED SOLUTION
Approve a Sole Source purchase of four (4)Modec Portable Valve Actuators from Hytorc,which can
reduce the risk of injury,optimize the process of opening and closing valves,and prevent damage to
OC San assets.
TIMING CONCERNS
These portable valve actuators are essential,especially in the event of an emergency or adverse
weather event.
RAMIFICATIONS OF NOT TAKING ACTION
Actuators that entail manual operation may be inoperable during critical times,requiring excessive
manual force that could result in delayed response, injury, or an incident.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Hytorc is the OEM for Modec Portable Valve Actuators and the exclusive distributor in California.A
5%contingency is requested in the event of pricing changes due to tariffs,delays in placing the
order, or other unforeseeable changes.
CEQA
N/A
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 89,Plant No.2 Maintenance)and the
budget is sufficient for the recommended action.
Date of Approval Contract Amount Contingency
03/05/2025 $166,992 $8,350 (5%)
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
Orange County Sanitation District Printed on 2/26/2025Page 2 of 2
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4114 Agenda Date:3/5/2025 Agenda Item No:11.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
HAZARDOUS WASTE DISPOSAL SERVICES, SPECIFICATION NO. S-2022-1304BD
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a contingency increase of $220,905 (64%), to the existing General Services Contract
with Clean Harbors Environmental Services, Inc., for Hazardous Waste Disposal Services,
Specification No. S-2022-1304BD, for a total contract amount not to exceed $345,165 and a
new total contingency amount of $255,421 (74%); and
B. Approve an increase of $250,000 per year for a new contract total amount not to exceed
$595,165 per year for the remaining two (2) one-year contract renewals options; and maintain
the approved annual contingency of $34,516.
BACKGROUND
In July 2022 the Board of Directors approved a General Services Contract with Clean Harbors
Environmental Services,Inc.(Clean Harbors)to provide Hazardous Waste Disposal Services,
Specification No.S-2022-1304BD,for a total annual amount not to exceed $345,165 for the period
beginning July 1, 2022, and a contingency amount of $34,516 (10%).
OC San requires the services from a California registered,EPA permitted,hazardous waste disposal
service provider to perform routine collection,on-site management,manifesting,off-site
transportation,inspections,recordkeeping,and disposal of hazardous waste,select non-hazardous
waste, used oil, and electric waste at Plant Nos. 1 and 2.
While the original contract scope was intended for waste generated at reclamation plants,recent
maintenance activities in the Collection System have uncovered unanticipated hazardous waste in
sewer manholes.These materials require immediate collection and proper disposal,necessitating
additional funding.
To address these unexpected costs,an increase in contract funds is requested to cover the removal
and disposal of newly discovered hazardous waste within the Collection System.
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File #:2025-4114 Agenda Date:3/5/2025 Agenda Item No:11.
RELEVANT STANDARDS
·Comply with California Code of Regulations, Title 22, Division 4.5 Environmental Health
Standards for Management of Hazardous Waste
·Comply with OC San Policy, Hazardous Waste and Material Program SOP-614
·Protect OC San assets
PROBLEM
Collection Personnel discovered a need to call in a hazardous waste disposal service out in the field
upon routine preventive maintenance cleaning.The nature of the work for this incident was similar to
the scope of work already existing in the Hazardous Waste Disposal contract (Specification No.S-
2022-1304BD).However,there are limited funds available for contract usage outside the pre-existing
identified work.
PROPOSED SOLUTION
Increase the contingency to the remainder of this contract term to address urgent hazardous waste
disposal services on an as-needed basis in the Collection System on routine cleanings.Additionally,
approve an increase to the total contract amount for the remaining two (2)one-year contract renewal
options.
TIMING CONCERNS
The current contract term expires on July 31,2025.Timely approval of the contract increase will
enable staff to stay on track and respond to hazardous waste disposal issues within the collections
system.
RAMIFICATIONS OF NOT TAKING ACTION
Possible safety and process issues to the collection system and plant treatment process if hazardous
material is left in the system.
PRIOR COMMITTEE/BOARD ACTIONS
July 2022 -Approved a General Services Contract with Clean Harbors Environmental Services,Inc.
(Clean Harbors)to provide Hazardous Waste Disposal Services,Specification No.S-2022-1304BD,
for a total annual amount not to exceed $345,165 for the period beginning July 1,2022,through June
30, 2023, with 4 one-year renewal options; and approved an annual contingency of $34,516 (10%).
ADDITIONAL INFORMATION
N/A
CEQA
N/A
Orange County Sanitation District Printed on 2/26/2025Page 2 of 3
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File #:2025-4114 Agenda Date:3/5/2025 Agenda Item No:11.
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 6,Page 20,Operational Expense or Capital
Projects,depending on the work being performed)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:
N/A
Orange County Sanitation District Printed on 2/26/2025Page 3 of 3
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4109 Agenda Date:3/5/2025 Agenda Item No:12.
FROM:Robert Thompson, General Manager
Originator: Lan C. Wiborg, Director of Environmental Services
SUBJECT:
SOLID WASTE HAULING SERVICES, SPECIFICATION NO. S-2024-647BD
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A.Approve General Services Contracts to two contractors: Roll Off Solutions, Inc. and Synagro-
West, LLC to collect and haul Orange County Sanitation District’s solid waste from
Reclamation Plants Nos. 1 and 2 to the various disposal facilities, Specification No. S-2024-
647BD, each for a three (3) year period, effective July 1, 2025 through June 30, 2028, for a
total amount not to exceed $2,130,000 per contract that includes the unit prices per ton for
solid waste hauling and annual CPI (consumer price index) adjustment;
B. Approve two (2) optional one-year renewals for $710,000 per year per contract; and
C. Approve a 10% contingency per contract on an annual basis.
BACKGROUND
The Orange County Sanitation District (OC San)continues to actively pursue hauling options for grit,
screenings,and drying bed material (solid waste)to maintain a long-term,sustainable disposal
program.
Grit,consisting of sand,silt,and other detritus,is separated after screening in an aerated chamber.
Screenings are coarse solids,such as paper,fecal matter,cloth,wood,plastics,and debris,removed
by bar screens during the wastewater treatment process.Both grit and screenings are transported
via conveyors to hoppers,then deposited into bins or trailers for disposal.Drying bed material,which
may include grit,screenings,debris,grease,sawdust,sludge,biosolids,polymer,and other
substances,are mixed with sawdust to absorb moisture.This disposal method is also provided as a
free service to OC San’s member agencies and cities,allowing outside solid waste collected through
the sewer cleaning process to be transported to a designated landfill by OC San’s contractor(s).
OC San produces between 4 to 50 tons per day (tpd)of solid waste.Currently,OC San relies on a
single direct hauling contractor for its solid waste disposal.To enhance resiliency during
emergencies and potential fluctuations,OC San is looking to expand and replace the current contract
that is set to expire on June 30, 2025.
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File #:2025-4109 Agenda Date:3/5/2025 Agenda Item No:12.
RELEVANT STANDARDS
·Maintain and adhere to appropriate internal planning documents (Solid Waste Contractor
Requirements, 2023 Strategic Plan, etc.)
·Sustain 1, 5, 20-year planning horizons
·Comply with environmental permit requirements
·Maintain collaborative and cooperative relationships with regulators, stakeholders, and
neighboring communities
PROBLEM
OC San’s current solid waste hauling services contract is expiring on June 30,2025,and
replacement contracts are needed to routinely haul up to 50 tpd of solid waste to various disposal
facilities.
PROPOSED SOLUTION
Approve a primary contract to Roll Off Solutions,Inc.and a secondary contract to Synagro-West,
LLC to ensure diversity of transportation alternatives to the various solid waste disposal facilities and
maintain a fail-safe capacity that can transport up to 100% of OC San’s solid waste.
TIMING CONCERNS
OC San will need the contracts approved,signed,and insurance processed before the June 30,
2025,expiration date to ensure there is no lapse between contracts and allow the new service
provider sufficient time to transition into the role effectively.
RAMIFICATIONS OF NOT TAKING ACTION
If the contracts are not approved,OC San would not be able to deliver the solid waste produced to
the disposal facilities.In the event that the routine or emergency hauling services are not available,
then this would cause OC San’s treatment systems to back up and/or foul since there is little to no
additional space to store solid waste onsite.This would negatively impact the wellbeing of OC San
employees, contractors, and nearby communities.
PRIOR COMMITTEE/BOARD ACTIONS
May 2020 -Approved a Service Contract to Denali Water Solutions for Grit and Screenings Removal,
Specification No.S-2020-1121BD,for a total amount not to exceed $551,482 for the period July 1,
2020,through June 30,2021,with four one-year renewal options;and approved a contingency of
$55,148 (10%).
ADDITIONAL INFORMATION
A Notice Inviting Bids (NIB)was issued on October 23,2024.108 Vendors were notified.OC San
received three bids in total,two of which met the minimum requirements,while one was deemed non-
responsive due to failing to meet the minimum safety requirements outlined in the NIB.There were
Orange County Sanitation District Printed on 2/26/2025Page 2 of 3
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File #:2025-4109 Agenda Date:3/5/2025 Agenda Item No:12.
responsive due to failing to meet the minimum safety requirements outlined in the NIB.There were
no disputes during the protest period.Therefore,the two responsive bids were evaluated and
individually scored based on the cost per ton proposed to the Bowerman Landfill:
Transportation Services Roll Off Synagro
Unit Price Unit Price
Plant No. 1 Grit and Screenings (2 bins/transport)$860 $881.71
Plant No. 1 Sunday Relocation Service $400 $534.37
Top-off with Plant No. 1 Drying Bed Material (1 bin/transport)$150 $173.65
Plant No. 1 Drying Bed (1 bin/transport)$775 $645.47
Plant No. 2 Grit (1 bin/transport)$775 $795.39
Plant No. 2 Screenings (1 bin/transport)$775 $795.39
Plant No. 1 supercritical water oxidation (SCWO) Screening Bin $500 $881.71
Based on the above costs,staff recommends approving the primary contract to Roll Off Solutions,
Inc.to handle 100%of OC San’s solid waste at both Plant Nos.1 and 2.In addition,staff
recommends approving a secondary contract to Synagro-West,LLC to provide services in case the
primary Contractor is unable to pick up the required load(s),address emergency situations,and/or
experience performance issues.Staff will manage each of these contracts in the most cost-effective
manner possible,but final allocations will also be based on OC San’s needs and requirements as
well as the performance of each contractor.
CEQA
N/A
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 5,Page 6,Operations Contractual Services)
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:
·General Services Contract - Roll Off Solutions, Inc.
·General Services Contract - Synagro-West, LLC
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General Services Contract 1 of 11 Specification No. S-2024-647BD
Revision 073024
GENERAL SERVICES CONTRACT
SOLID WASTE HAULING SERVICES
SPECIFICATION NO. S-2024-647BD
This GENERAL 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 Roll Off Solutions, 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 hauling of wastewater treatment
solid waste (“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 March 26, 2025, 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.
1.2 The following exhibits, in order of precedence, are incorporated by reference and made
part of this Contract.
Exhibit “A” – Scope of Work
Exhibit “B” – Bid Price Form
Exhibit “C” – Determined Insurance Requirement Form
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 Contract and
any of the provisions of the exhibits hereto, the provisions in the Contract 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 Contractor as a result of work performed in
anticipation of acquisition of the Services by OC San.
1.5 Work Hours: Shall be as specified in Exhibit “A.”
General Services Contract 2 of 11 Specification No. S-2024-647BD
Revision 073024
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 Work: Shall mean all work, labor, and materials necessary to provide the Services.
1.9 The provisions of this Contract may be amended or waived only by an amendment
executed by authorized representatives of both Parties.
1.10 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 Work.
2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally
accepted industry and professional standards.
2.2 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.
2.3 Familiarity with Work. By executing this Contract, Contractor 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 Contract. 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 the provisions hereof.
3. Contract Term.
3.1 The term of this Contract shall be for three (3) years commencing on July 1, 2025 and
continuing through June 30, 2028.
3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract
for up to two (2) one-year periods. This Contract may be renewed by an OC San
Purchase Order. OC San shall have no obligation to renew the Contract nor to give a
reason if it elects not to renew it.
3.3 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties.
4. Compensation.
4.1 As compensation for the Services provided under this Contract, OC San shall pay
Contractor a total amount not to exceed Two Million One Hundred Thirty Thousand
Dollars ($2,130,000.00).
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no
charge beyond the amount specified above.
General Services Contract 3 of 11 Specification No. S-2024-647BD
Revision 073024
5. Payments and Invoicing.
5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A”
thirty (30) days from receipt of the invoice and after approval by OC San’s Project
Manager or designee. OC San shall be the determining party, in its sole discretion, as to
whether the Services have been satisfactorily completed.
5.2 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.
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,
General Services Contract 4 of 11 Specification No. S-2024-647BD
Revision 073024
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.”
Contractor shall ensure that all its contracts with its subcontractors provide the provision
above.
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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.
12. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may arise
out of or may be caused by Contractor’s Services under this Contract, or by its
subcontractor(s), or by anyone directly or indirectly employed by Contractor, and whether such
damage or injury shall accrue or be discovered before or after the termination of the Contract.
Except as to the sole active negligence of or willful misconduct of OC San, Contractor 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
Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted
or uncopyrighted material, composition, or process; or any patented or unpatented invention,
article, or appliance furnished or used under the Contract, and/or (c) on account of any goods
and services provided under this Contract. This indemnification provision shall apply to any
acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on
the part of Contractor or anyone employed by or working under Contractor. To the maximum
extent permitted by law, Contractor’s duty to defend shall apply whether or not such claims,
allegations, lawsuits, or proceedings have merit or are meritless; or which involve claims or
allegations that any of the parties to be defended were actively, passively, or concurrently
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negligent; or which otherwise assert that the parties to be defended are responsible, in whole
or in part, for any loss, damage, or injury. Contractor agrees to provide this defense
immediately upon written notice from 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 Contract.
13. 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, 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.
14. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any
rights under this Contract without the prior written consent of OC San. Any such attempted
delegation or assignment shall be void.
15. Disclosure. Contractor agrees not to disclose, to any third party, data or information
generated from this Contract without the prior written consent from OC San.
16. 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.
17. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OC San and Contractor.
18. 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
Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract whether or not specifically included or
referenced.
19. 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 will be paid by Contractor.
20. Regulatory Requirements. Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including, but
not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water
Codes Division 2.
21. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all
Federal, State, and local environmental laws, regulations, and policies which apply to the
Contractor, its subcontractors, and the Services, including, but not limited to, all applicable
Federal, State, and local air pollution control laws and regulations.
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22. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD).
All Contract work practices, which may have associated emissions such as sandblasting, open
field spray painting, or demolition of asbestos containing components or structures shall
comply with the appropriate rules and regulations of SCAQMD.
23. California Voluntary Protection Program (Cal/VPP) Annual Reporting Requirement.
For the duration of the contract term, Contractor shall provide an annual report detailing its
safety and health information, including, but not limited to, its total number of employees, work
hours, number of injuries and illnesses, and number of injury and illness cases involving days
away from work, restricted work activity and/or job transfer. Contractor shall furnish this report
to OC San no later than the 20th day of January each calendar year. Failure to provide this
data by the required due date may result in suspension of your services with OC San. Any
delay arising out of or resulting from such suspension shall be Contractor’s sole responsibility
and considered Contractor caused delay, which shall not be compensable by OC San.
24. Warranties.
Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work
specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided
fails to meet the standards required under this Contract, Contractor shall, within the time agreed
to by OC San and Contractor, take all such actions as are necessary to correct or complete the
noted deficiency(ies) at Contractor's sole expense.
25. Dispute Resolution.
25.1 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.
25.2 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.
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
General Services Contract 8 of 11 Specification No. S-2024-647BD
Revision 073024
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 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.
28. Termination.
28.1 OC San reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a
termination notice, Contractor shall immediately discontinue all work under this Contract
(unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay
Contractor for work performed (cost and fee) through the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OC San from any further fee, cost, or claim hereunder by Contractor
other than for work performed through the date of termination.
28.2 OC San reserves the right to terminate this Contract immediately upon OC San’s
determination that Contractor is not complying with the Scope of Work requirements, if
the level of service is inadequate, or for any other default of this Contract.
28.3 OC San may also immediately terminate this Contract for default, in whole or in part, by
written notice to Contractor:
▪ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
▪ if Contractor sells its business; or
▪ if Contractor breaches any of the terms of this Contract; or
▪ if the total amount of compensation exceeds the amount authorized under this
Contract.
28.4 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 expiration or early 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, 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.
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.
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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. Notices.
34.1 All notices under this Contract 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: Donald Herrera
Senior Buyer
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
dherrera@ocsan.gov
Contractor: Juan Velazquez
Owner/Chief Executive Officer
Roll Off Solutions, Inc.
3130 S. Griset Place
Santa Ana, CA 92705
juanv@rostrucks.com
34.2 Each party shall provide the other party written notice of any change in address as soon
as practicable.
35. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract.
36. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract, the
Parties are formally bound.
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37. 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.
Intentionally left blank. Signatures follow on the next page.
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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
ROLL OFF SOLUTIONS, INC.
Dated: _________________ By:
Print Name and Title of Officer
IG
EXHIBIT A Page 1 of 21 Specification No. S-2024-647BD
EXHIBIT A
SCOPE OF WORK
SOLID WASTE HAULING SERVICES
SPECIFICATION NO. S-2024-647BD
EXECUTIVE SUMMARY/OVERVIEW
The Orange County Sanitation District (OC San) operates one (1) of the largest wastewater
agencies west of the Mississippi River. Since 1954, OC San safely collects, treats, and disposes
of and/or reclaims the wastewater generated by 2.6 million people living and working in central
and northwestern Orange County, California.
Each day OC San treats more than 190 million gallons of wastewater, enough volume to fill Angel
Stadium in Anaheim (California) over two and a quarter times. 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 650 employees manage the day-to-day activities of OC San.
Our service area includes more than 380 miles of sewer pipes, located throughout the county,
and two (2) reclamation plants – one (1) in Fountain Valley, CA and the other in Huntington Beach,
CA – where wastewater is treated in accordance with strict state and federal standards.
OC San’s employees are dedicated to protecting public health and the environment by ensuring
the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year.
OC San is known for its industry-leading achievements and dedication to customer service.
1. Purpose
The purpose of this Scope of Work (SOW) is to secure professional services for one (1) primary
and one (1) secondary qualified Contractor that meet the minimum qualification requirements
referenced in Appendix B to manage OC San’s non-recyclable solid waste hauling.
This contract requires a Contractor to shall haul between 4 to 50 tons per day (tpd) with one (1)
to four (4) loads per day, with an average of approximately 12 tpd with two (2) loads per day, of
wastewater treatment solid waste split between two (2) plants according to the schedule in
Appendix A. Under normal operating conditions, the Contractor shall maintain, deliver, replace,
and transport bins/trailers from OC San’s Reclamation Plant No. 1 located at 10844 Ellis Avenue,
Fountain Valley, CA (Plant 1) and Reclamation Plant No. 2 located at 22212 Brookhurst Street,
Huntington Beach, CA (Plant 2) to the Frank R. Bowerman Landfill (Bowerman) and the
alternative management locations listed in the Bid Price Form (Exhibit B).
The Contractor shall take the necessary steps to provide this hauling service, including, but not
limited to, compliance with all applicable federal, state, and local regulations, recordkeeping,
reporting, and conformance with OC San’s Solid Waste Contractor Requirements (SWCR) (see
Appendix B).
2. Description
OC San is committed to protect both public health and the environment by operating the
reclamation plants in accordance with federal, state, and local laws and regulations, and
requirements as established by the Environmental Protection Agency (EPA), State Water
Resources Control Board (SWRCB), Santa Ana Regional Water Quality Control Board
EXHIBIT A Page 2 of 21 Specification No. S-2024-647BD
(SARWQCB), South Coast Air Quality Management District (SCAQMD), California Air Resources
Board (CARB), California's Department of Resources Recycling and Recovery (CalRecycle),
Orange County Waste and Recycling (OCWR), and Orange County Health Care Agency
(OCHCA).
Screenings and grit are two (2) types of solid waste from the wastewater treatment process.
Screenings are the coarse solids removed by the mechanically cleaned bar screens at the
beginning of the wastewater treatment process as part of preliminary treatment. These coarse
solids can be paper, fecal matter, cloth, wood, and other materials including plastics and
miscellaneous debris. Grit consists of sand and silt or other detritus that is separated from the raw
wastewater in an aerated chamber following the screening step. Grit and screenings removed
from the incoming wastewater at each plant are moved via conveyors to hoppers. Grit and
screenings collected in the hoppers are deposited in portable bins or trailers which are used for
transporting the material to a disposal site.
Drying bed material originates from the collection system, treatment plant activities, or another
source, but must meet the grit and screenings profile for the landfill or a new profile will be
required. The material in the drying beds may contain grit, screenings, sewer debris, grease,
sawdust, wood chips, sludge, biosolids, polymer, and/or other material. The solid waste is
decanted in the drying beds, mixed with sawdust to absorb moisture, and loaded into the
Contractor’s trailer using OC San’s loader by OC San staff and transported by the Contractor to
the designated landfill.
In 2013, OC San and OCWR entered into a Waste Disposal Agreement (WDA) for the disposal
of solids waste at the Bowerman Landfill located at 11002 Bee Canyon Access Rd, Irvine, CA,
92602. Although this is currently considered the primary disposal facility, the solid waste is also
capable of being sent to the following OCWR landfills (and/or other open OCWR landfills),
including those facilities listed in Exhibit B as alternative locations in case it is not able to be sent
to Bowerman:
• Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA
92675
• Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823
2.1. Definitions
• Contractor – Shall mean the party awarded the Contract for services under this
Contract.
• Drying Bed Material - Drying bed material originates from the collection system,
treatment plant activities, or another source and consists of grit, screenings, sewer
debris, grease, sawdust, wood chips, sludge, biosolids, polymer, and/or other
material.
• Fail-safe Back-up Management Options – OC San will have fail-safe back-up and/or
alternative landfills, at the ready in the case that OC San has a process disruption or
otherwise requires use of an alternative to the usual landfill sites.
• Fail-safe Hauling Capacity – Contractor shall have a plan and be prepared to provide
hauling for up to 100% of OC San’s maximum grit and screenings and drying bed
residuals daily production (50 tpd per facility). See Bid Price Form, Exhibit B
• Grit – Consists of sand and silt or other detritus that is separated from the raw
wastewater in an aerated chamber or tank following the screening step.
• Maintenance Shutdown – A shutdown restricting the processing of solid waste and/or
limiting or restricting the throughput of solid waste.
EXHIBIT A Page 3 of 21 Specification No. S-2024-647BD
• Jake-braking – “Jake brakes” or “Jacob” brakes are colloquial names for a
compression release brake. When a diesel engine slows down using its jake brakes,
it opens the exhaust valves on top of the compression stroke and the truck makes a
noise that is described as a mile-long rumble strip, but deeper and more impressive
• OC San – Shall mean the Orange County Sanitation District.
• OC San Project Manager – Shall mean the OC San employee who is the main point
of contact for all issues related to this Contract.
• Ownership of Solid Waste – Shall mean once solid waste is loaded into the
Contractor’s truck/bins, the responsibility and ownership of the solid waste is deemed
to have transferred from OC San to the Contractor. However, OC San maintains strict
oversight of the solid waste throughout the final use process including, but not limited
to, coordination on compliance reporting, reporting incidents during transportation,
and final waste disposal.
• Primary Contractor – A Primary Contractor will be awarded the Contract to handle
100% of OC San’s grit and screenings and drying bed material at both Plant 1 and
Plant 2. However, a secondary Contractor will be selected to provide services in case
the primary Contractor is unable to pick up the required load(s).
• Secondary Contractor – A Primary Contractor will be selected along with a secondary
Contractor in the event that the primary Contractor is not available.
• Screenings - Coarse solids removed by the mechanically cleaned bar screens at the
beginning of the wastewater treatment process as part of preliminary treatment,
typically consisting of paper, fecal matter, cloth, wood, and other materials including
plastics and miscellaneous debris.
• Solid Waste – A combination of either grit and screenings and/or drying bed material
generated from wastewater treatment, collection system, treatment plant activities,
or another source.
• Solid Waste Contractor Requirements (SWCR) – A periodically-updated document
that explains OC San requirements as well as other resources for Contractors.
Contractor shall conform to the latest published version of SWCR (Appendix B), as
specified in Section 7.
• Subcontractor – shall mean the party designated by the Contractor and approved by
OC San for part of thisSOW. See Section 3.7 for requirements.
• Top-off – Service to top-off with Plant 1 drying bed material after Plant 2 trailer pick-
up.
• TPD (tpd) – shall mean wet tons per day where a ton is a measurement by weight of
2,000 pounds of solids.
3. Project/Work Elements
3.1. General
The Contractor shall provide bins and trailers to accept delivery, transport, and disposal of
the grit, screenings, and drying bed material from OC San’s Plant 1 and Plant 2 at the
following permitted and approved OCWR sites (and other facilities listed in Exhibit B) in
quantities determined and directed by OC San (up to approximately 50 tpd):
• Frank K. Bowerman Landfill – 11002 Bee Canyon Access Rd, Irvine, CA, 92602
• Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA 92675
• Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823
EXHIBIT A Page 4 of 21 Specification No. S-2024-647BD
3.2. Facility Description
There is one (1) primary hauling destination, Bowerman Landfill, which has the following
description:
• Bowerman Landfill is owned and operated by OC Waste and Recycling.
• OC San and OC Waste and Recycling have an agreement for Bowerman to accept
and landfill OC San’s solid waste at their facility.
• The Bowerman Landfill receives and processes up to 11,500 tons daily.
• The facility hours of operation of unloading are from 7:00AM to 4:00PM, Monday
through Saturday. No waste will be accepted outside the solids hauling schedule,
unless approved by Bowerman.
OC San is seeking to maximize the hauling diversity and capacity for its grit and screening
program by awarding contracts for up to two (2) qualified hauling Contractors (one (1)
primary Contractor and one (1) secondary Contractor). In doing so, it is OC San’s
responsibility to provide solid waste to the qualified Contractor(s) that meet the
specifications described in the following sections.
The Contractor is responsible for taking all required steps to provide this service, which may
include, but is not limited to, permitting and hauling, while also meeting compliance with
federal, state, and local regulations, including recordkeeping, reporting, and conforming to
OC San’s SWCR (Appendix B). OC San shall pay for the tipping fee separately to OCWR
(and/or those facilities listed in Exhibit B) for the disposal of OC San’s residuals by the
Contractor at OCWR’s designated landfills in accordance with the OC San-OCWR Waste
Disposal Agreement.
In the event that the OCWR is not able to accept OC San’s residuals at the landfill due to
any reason not limited to the quality of residuals, weather conditions, construction, and/or
emergency events, the Contractor shall use one of the other potential locations listed in
Exhibit B. All of OC San’s recommended fail-safe delivery sites will be within three hundred
(300) miles of OC San’s Plant 1 in Fountain Valley. These other facility delivery hours
typically range between 6:15AM to 4:00PM, Monday through Saturday. However, some of
these facilities operate 24 hours a day, seven (7) days a week. Hours and dates may change
at the sole discretion of these facilities. However, the Contractor may recommend and/or
use an alternative landfill site that has been approved by OC San and for which OC San’s
material has been properly profiled, approved, and authorized prior to disposal.
The Contractor shall not store any vehicles, trailers, or equipment onsite.
3.3. Regulatory Requirements
The Contractor shall perform all work under this contract in strict compliance with applicable
federal, state, and local regulatory requirements including, but not limited to 40 CFR 122,
123, 124, 257, 258, 260, and 261, and California’s Code of Regulations (CCR) Titles 13, 22,
23, and 27, and the California Water Code.
3.4. Service Schedule and Material Quantities
The Contractor shall be available to handle, store, move, and dispose of the solid waste on
a 24 hour per day, seven (7) day per week schedule, including holidays. Service on
EXHIBIT A Page 5 of 21 Specification No. S-2024-647BD
holidays, weekends, or after hours is included in the contract price. When OC San requires
additional bins or trailers due to additional grit and screenings or drying bed material
volumes, OC San shall not be subject to the following:
• Overtime
• Additional or premium charges
• Waiting charges (for less than 1 hour)
• Cancellation charges (if OC San provides notice at least 12 hours in advance)
• Extra fees
OC San will strive to schedule loads at least 24 hours in advance; however, OC San
reserves the right to expedite the schedule for service within an eight (8)-hour period from
notification at no additional cost to OC San.
3.5. Grit and Screenings and Drying Bed Material Quantities
Grit and screenings and drying bed material quantities in the table below are based on the
typical schedule over the last fiscal year (2023-2024). The actual amounts of grit and
screenings and drying bed material may vary and are not guaranteed minimum quantities.
OC San reserves the right to change the weekly schedule and the estimated number of
truck loads based on volume of material available at no additional cost to OC San. OC San
will strive to provide a two (2)-week notice of any potential schedule changes.
3.6. Service Schedule
The hauling schedule for grit and screenings and drying bed material, estimated
truckloads, and estimated tonnage per year is shown in the table below:
SERVICE SCHEDULE NUMBER OF
BINS/TRAILERS
EST.
TRUCKLOADS
PER YEAR
EST.
TONNAGE
PER YEAR
Plant 1
Grit and
Screenings
Sunday -
Saturday
2 bins (1 truck/day)
switched daily;
Bins staged on Sunday
and staged bins
delivered to landfill on
Monday.
365 2,500
Plant 1
bin relocation Sunday
Switching onsite
bins only (No disposal or
transport; stage only)
52 N/A
Plant 1
Drying Bed
Top-off
Typically weekly
– usually
Thursday
morning - and
as needed
1 trailer/week – the same
truck/trailer as for Plant 2
Grit or Screenings.
80 700
Plant 1 Drying
Bed Trailer As Needed 1 trailer, as needed 6 60
EXHIBIT A Page 6 of 21 Specification No. S-2024-647BD
Currently, between 275 to 500 wet tons of grit and screenings (including drying bed material)
per month are being collected from both plants. Drying bed loads are not continuous and
may require a minimum of four (4) to 12 loads in one (1) month. The drying beds are currently
only located at Plant 1.
Bin Relocation Service: The Contractor shall provide a qualified driver to provide the bin
relocation services every Sunday between 6:00AM to 9:00AM. The driver shall exchange
both loaded bins from the Plant 1 grit and screening building with the delivered empty bins
and transfer the loaded bins to the drying bed area or back to the Contractor’s yard for
transportation to the selected disposal facility on Monday. Deployment area is subject to
change.
Bin Top-Off Service: Service to top-off with Plant 1 drying bed material after Plant 2 trailer
pick-up: OC San is required to move solid waste offsite to a landfill within 7-days of receiving
the material in the drying bed. Many times, the accumulated volume is small and does not
warrant a large trailer. Upon request, after picking up the Plant 2 grit or screening trailer, the
Contractor shall stop at Plant 1 to pick-up the Plant 1 drying bed material. Typically, this “top-
off” request will coincide with the P2 grit or screening trailer pick-up on Thursday or Friday.
The trailer will need to be weighed at Plant 2 for screenings, then weighed again at Plant 1
after the drying bed material is added. Alternatively, if a small load is needed to be picked up
from the drying beds on a day other than Thursday or Friday when the normal Plant 2 top-off
occurs, then the Contractor shall use the bin that is picked up on a daily basis from grit and
screenings at Plant 1 to top-off the load from the drying beds.
3.7. Grit and Screening and Drying Bed Material Solids Quality
OC San will pay the landfill tipping fee directly to OCWR, and manage the profile, perform
the required sampling, and analyses to ensure continued conformance with landfill
standards. Other potential fail-safe options that can be used for disposal of the solid waste
are provided in Exhibit B.
OC San will provide mulch/sawdust to the Contractor to increase the solids content if
required by the landfill.
3.8. Portable Grit & Screenings Storage Bins and Trailers and Drying Bed Hauling
Bins and trailers shall be designed so that liquid or solid materials do not leak or spill from
the bins or trailers during loading and transport. The bins and trailers shall be designed to
be safely accessible and moveable by OC San staff. These units shall also conform to all
applicable regulatory requirements including, but not limited to those of the Occupational
Safety and Health Act (OSHA), United States Department of Transportation (USDOT), and
OC San’s safe driving practices and speed limits. The bins and trailers shall be stenciled
Plant 2
Grit Trailer Thursday 1 trailer/week 52 350
Plant 2
Screening
Trailer
Monday,
Wednesday,
Friday
3 trailers/week 156 725
Plant 1 SCWO
Screening Bin
Typically
Weekly 1 trailer/week 52 200
EXHIBIT A Page 7 of 21 Specification No. S-2024-647BD
with a unique number for identification. The bins and trailers shall be designed with at least
four (4) drainage holes to drain excess liquid while bins or trailers are stationed in the loading
facility. The drainage holes shall be located at each corner or sides of the bin and trailer.
The drainage holes shall be a minimum of two (2)-inches in diameter and equipped with a
full port plug valve. The plug valve must be accessible when the bin or trailer is in place to
clean any debris that may plug the opening. The plug valve or other device must seal the
drain tightly during loading and transport so that no liquid or solid material can leak or spill.
The bin or trailers must be equipped with a solid cover to prevent the contents from escaping
the bin or trailer during transport.
• End Dumps must have either one (1) to two (2) on each side or a total of four (4)
turnbuckles as listed in a) thru d):
a) Two (2) turnbuckles on bottom; or
b) Two (2) turnbuckles on top; or
c) One (1) turnbuckle on each side; or
d) any combination of c) with either a) or b)
• Tarp must completely cover and seal the truck with no major holes or rips (over six
(6) inches).
• Trailers/bins must be water-tight. No holes or tears on body of trailer or seals through
which light can be seen through or where there are signs of leakage.
Bins and trailers shall be maintained by the Contractor and remain in good working condition
throughout the entire term of the contract. Maintenance shall include, but not limited to, fixing
bent and warped doors, replacing seals and gaskets, repainting chipped and peeling paint,
correcting door and cover alignment problems, replacing broken latches and valves, fixing or
replacing bent cross members, and maintaining bins and trailers so they do not leak. Bins
and trailers must be maintained in a condition so that they remain safely accessible, in good
working order, and moveable by OC San’s staff. Prior to delivery to OC San’s facilities, all
bins, trucks, and/or trailers shall be properly inspected to ensure that:
• All locking mechanisms are in place.
• Trailers/bins are water-tight.
• Tarp/cover are free of any major holes, rips, cracks, etc. that might compromise its
integrity.
• Splashguards are welded or bolted and sealed and must be 18 to 24 inches on front.
o Back splashguards are required only if tarp does not have a tarp extension
that ensures seal in the back.
• Truck and trailers must not exceed 12 feet to load at Plant 1 or 13.5 feet to load at
Plant 2.
• No solid waste is present/visible on the outside of the truck, trailer, and/or bins.
• Odor is mitigated before loading with tarp/cover on.
• Trucks have safety equipment, including broom, bucket, triangles, fire extinguisher,
gloves, protective eyewear, etc.
• Any changes to trucking schedule need to be called into Duty Supervisors (Plant 1:
714-593-7025 or Plant 2: 714-593-7625).
• All trucks are required to carry a Citizens Band communicator/radio (CB radio).
Any bins, trucks, and/or trailers that are in poor condition and/or deemed to be unsafe by OC
San staff or pose a safety concern shall be repaired or replaced at no cost to OC San prior
to using the bins or trailers again at OC San’s facilities. Bins or trailers that are leaking shall
EXHIBIT A Page 8 of 21 Specification No. S-2024-647BD
be repaired or the contents moved to a properly working bin or trailer by the Contractor prior
to leaving OC San facilities at no cost to OC San. Notification by OC San to the Contractor
for the bins or trailers that require repair will be made in writing (via email) by OC San
Operations staff. Due to odor compliance, the Contractor shall make all necessary repairs
and have the full bins or trailers removed from OC San within two (2) business days. Prior
to transportation, the Contractor shall ensure that the outside of the bin or trailer is kept clean
from debris.
Plant 1 has two (2) identical grit and screening loading bays located in the Bin Loading
Building.
Plant 2 has one (1) screening loading bay and one (1) grit loading bay. The screening bay is
located inside the Screenings Building and the grit loading bay is located inside the Grit
Building. Both the grit and screenings will require one (1) trailer at each location at a time.
The approximate dimensions of the loading bays are listed in the following table:
Location
Clearance from
Bottom of Hopper to
Bay Floor
Width of Bay
Length of
Bay
Plant 1 (2 identical)
10 ft.
8 ft. 6 in.
25 ft.
Plant 2 Screenings
Bay (inside)
11 ft. 10in.
12 ft.
54 ft.
Plant 2 Grit Bay
(inside)
14 ft. 3 in.
12 ft.
54 ft.
Photo of Plant No. 1 Grit and Screening Area Photo of Plant No. 1 Grit and Screening Area
EXHIBIT A Page 9 of 21 Specification No. S-2024-647BD
3.9. Hauling, Scheduling, Storage, and Contingencies
The Contractor shall be responsible for ensuring drivers and hauling companies comply, as
required, with all State of California, State of Arizona, and federal standards and
requirements for Motor Carriers, including the California Vehicle Code and the Department
of Transportation (DOT) Federal Motor Carrier Safety Administration standards and
requirements. State of California and DOT requirements may include, but are not limited to,
the following:
• California Vehicle Code §658.17 Weight limits
• DOT §393.95 Emergency equipment on all power units
• DOT §395.3 Maximum driving time for property-carrying vehicles
• CARB Truck & Bus Regulation 13 CCR 2025
• CARB Heavy-Duty Vehicle Inspection and Maintenance Program Regulation 13
CCR 2195 – 2199.1
Photo of Plant No. 1 Drying Bed Area
Photo of Plant No. 2 Grit Area
Photo of Plant No. 2 Screening Area
Photo of Plant No. 1 Drying Beds Area
EXHIBIT A Page 10 of 21 Specification No. S-2024-647BD
• CARB Advanced Clean Fleets Regulation 13 CCR 2013 – 2013.4 and 13 CCR 2015
– 2015.6
o Any federal, state, or local fees related to hauling, such as road use fees, toll
fees, and any fines incurred by hauling operations as well as costs associated
with releases shall be the responsibility of the Contractor.
o In addition to the summary of key requirements contained in this section, the
Contractor shall comply with all requirements contained in Appendix B,
including the submittal of the Training Checklist that ensures the Contractor’s
dispatcher has trained staff on OC San requirements (see Section 7
Deliverables). The Contractor shall periodically (or upon request by OC San)
review, update, and re-submit the plans, with any changes, to OC San.
o Contractor shall haul solid waste from either of OC San’s two (2) plants to
approved sites as directed by OC San’s weekly schedule. Contractor shall
conform to this schedule.
o Contractor shall bill OC San based on OC San’s scale-based weight tickets
(not weight at destination facility). Contractor shall maintain and record
truckload weight tickets.
o Current loading windows are generally limited to Monday through Saturday
but are subject to change based on operational needs and solids residual
availability (see Appendix B).
o OC San will consider Contractor’s needs in setting loading times and
schedules; however, operational logistics and plants’ considerations
determine the final schedule. Wait times at the plants prior to loading average
about 15-30 minutes, but at peak times it can be as much as one (1) hour.
Loading times also vary, averaging about 15-30 minutes.
o Once the solid waste is loaded into the Contractor’s bins/trailers,
responsibility, and ownership of the solids are deemed to have transferred
from OC San to the Contractor. However, OC San maintains strict oversight
of these solids throughout the final use process including coordination of
reporting incidents during transportation and final product distribution.
o OC San has limited storage capacity. Contractor shall provide facilities,
hauling, equipment, and any other means necessary to ensure its ability to
manage and store solids produced by OC San during inclement weather.
o Haulers transporting solid waste off-site for disposal shall take all necessary
measures to keep the solids contained. Haulers shall adhere to OC San’s
spill clean-up plan. OC San is required to report any spills to USEPA and
State agency in which the spill occurred.
3.10. OC San Scale and DataBridge Systems
The Contractor is required to weigh at OC San’s truck loading facilities prior to leaving with
loaded bins. The Contractor shall provide OC San with standardized tare weights that will
be used to issue the full-bin scale tickets. The Contractor shall include copies of the landfill’s
weight tickets (separate ticket for each bin) for grit and screenings and drying bed solid
waste at Plant 1 and Plant 2. The weight tickets shall be provided to OC San with the
monthly invoice or upon OC San’s request.
3.10.1. New Driver and New Trailer Approval forms are required for each driver and trailer
in order to register them in OC San’s scale software prior to arrival at OC San.
Hauling dispatchers are required to email the form at least two (2) business days
before the drivers’ or trailers’ initial visit to OC San.
EXHIBIT A Page 11 of 21 Specification No. S-2024-647BD
Dispatchers and drivers are certifying that they understand and conform with
requirements contained in the Pre-Loading Trailer Inspection Guidelines, and
Safety Equipment Inspection Guidelines.
3.10.2. OC San’s DataBridge System is a software application that is used for tracking
OC San’s Biosolids loads to ensure accurate compliance reporting (see Appendix
B).
3.10.3. OC San staff will review and reconcile tickets in DataBridge, using field tickets
and logs.
Invoicing shall reflect data in DataBridge. Any incorrect or missing tickets will be
identified during the ticket approval process. The Contractor shall communicate
any ticket discrepancies as soon as possible to OC San.
These requirements transfer to any new or equivalent systems or processes
implemented in the future.
3.11. Transportability
The Contractor shall submit the following with the submittal:
• Plan and profile views of the disposal bin.
• Plan and profile views of the transfer unit.
• Plan and profile for Plant 1 bin drainage system.
• Provide other documentation, if available, to support claims of disposal bin
compatibility with applicable Federal, State, and Local regulatory requirements,
including, but not limited to OSHA, USDOT, the Code of Federal Regulations (CFR)
certification, California Code of Regulations (CCR) validation. Documentation may
include video or photos of system as proposed being on-loaded and off-loaded
to/from the OC San’s facilities.
• Provide drawing and describe the process of on-load and off-load of the system
to/from the OC San’s facilities.
• Provide a list of items that must be added, disassembled or removed from the bin
and/or the transporter for hauling, and
• Provide description of design features and other measures taken to prevent liquid
leakage and spillage during loading and transport
• The Contractor shall provide a list of contacts and their duties for OC San staff
including emergency contact information. The Contractor shall provide their spill
response plan to OC San.
• The Contractor shall be prepared to provide the specified bins and trailers and begin
hauling grit and screenings and drying bed material on the first day of the Contract
period (July 1, 2025).
• The final week of the agreement shall be used as a transition period. The Contractor
shall work with the next Contractor to facilitate the transition of hauling duties.
The Contractor shall describe the environmental evaluation or site assessment process
undertaken in the permitting of each of the disposal sites to be used. Supply information to
verify compliance with the requirements of the California Department of Health Services
(DHS), SWRCB, the Integrated Waste Management Board, and CARB.
EXHIBIT A Page 12 of 21 Specification No. S-2024-647BD
3.12. Driver Wait Time
OC San will reimburse the Contractor for driver wait time that is a result of OC San-caused
delays greater than one (1) hour. The Contractor must notify the OC San project manager
or designee at the time of delay so that the request can be documented and approved by
OC San.
3.13. Driver Response Time
Although a routine schedule will be established with the contractor(s), there may be unusual
circumstances and/or special projects that require additional loads to be removed from the
facility. In these cases, the contract rates per load from each subject area shall apply and
the Contractor(s) should be able to respond within 24 hours, if/when such events occur.
3.14. Hauler Documentation
Please see Appendix B for OC San’s spill response standard operating procedures and
other requirements that will be required for the Contractor to have present in each truck at
all times and train their drivers on.
3.15. Hauling Capacity
3.15.1. Contractor shall maintain and demonstrate the ability to provide OC San the
minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least two (2)
additional trucks per week of hauling capacity. Although OC San prefers to keep
to a steady weekly schedule, there can be week-to-week variations. Thus, OC
San requires flexible and reliable solids hauling capacity from its Contractors to
adapt to these fluctuations.
3.15.2. Failure of the Contractor to maintain and demonstrate the ability to provide OC
San the minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least
(2) two additional trucks per week of hauling capacity shall constitute a
performance issue (see Contractor Performance in Section 3.19).
3.16. Subcontractor(s)
3.16.1. Contractor may subcontract portions of the Contract. Subcontractors are subject
to all the requirements of the Contract. Contractor is responsible for ensuring that
the Subcontractor(s) comply with all Contract requirements.
3.16.2. Contractor shall provide a written request to OC San for approval in order to add
a Subcontractor to the approved list of substitutes.
3.16.3. Contractor shall obtain written approval from OC San at least 30 days prior to the
substitution of an approved Subcontractor.
3.16.4. Contractor’s Subcontractor shall meet all of OC San’s requirements,
responsibility, and accountability measures contained herein.
3.16.5. Contractor is accountable and responsible to ensure that its Subcontractor(s)
meet applicable OC San and management facility requirements including, but not
limited to, providing suitable staff, training, equipment, resources to perform the
SOW, required insurance, and conformance with OC San’s SWCR (see Appendix
B).
3.16.6. The cost for Subcontractor(s) shall be included in Contractor’s cost.
EXHIBIT A Page 13 of 21 Specification No. S-2024-647BD
3.17. Loading, Drivers, and Trailers
3.17.1. OC San reserves the right to reject loads (no make-up) or write-up the driver or
trailer if any contractual requirements or SWCR (Appendix B) are not met. See
Section 3.19.
3.17.2. The Contractor shall be responsible for all transportation equipment. OC San
reserves the right to inspect any of the Contractor’s equipment to verify
conformance with all requirements within these specifications and reject loads if
equipment does not meet specifications.
3.17.3. Contractor shall provide adequate training to drivers, dispatchers, and other key
staff on solids characteristics and emergency response procedures, including
providing simple procedures written in the appropriate language format (such as
English and Spanish).
3.17.4. Contractor’s drivers shall conduct themselves in a professional and courteous
manner. OC San reserves the right to ban drivers from OC San facilities that do
not comply with the SWCR or terms of the contract.
3.17.5. Dispatchers shall relay shutdown, operational, training, and other
communications from OC San to drivers promptly, in a format that can be easily
understood by drivers, and document communications and trainings including the
use of sign-in sheets.
3.17.6. Trailers are subject to inspection by OC San prior to commencement of work. Any
exceptions to requirements must be requested in writing and approved by OC
San staff.
3.17.7. Contractor shall conform to OC San Safety Equipment Requirements and Pre-
Loading Inspection Requirements (see Appendix B).
3.17.8. Contractor’s drivers shall carry a copy of the OC San’s “Hauling Biosolids”
laminated cards (Appendix B). Drivers shall understand and abide by all
information contained in it, be familiar with solid waste, and provide this
informational booklet to onsite emergency responders if an incident occurs during
transportation, especially to communicate that the solid waste is non-hazardous.
Laminated cards are available to drivers at OC San’s truck loading facilities.
3.17.9. OC San requires the Contractor’s participation in our commitment to being a good
neighbor and preventing/minimizing noise and odors. Below is a summary of
some of the requirements, but please refer to Appendix B for all requirements:
• OC San requires that Contractor’s drivers travel with tarps secured at all
times to minimize odors.
• Contractor is responsible to provide drivers access to facilities necessary to
ensure trucks are clean. OC San will not provide a truck washing facility.
• No jake-braking or other noise nuisance between 7:00PM and 7:00AM.
• Contractor shall utilize staging areas and trucking route(s) with least impact
to sensitive receptors within the public. The route(s), staging areas, and
contingency routes in case of closures shall be included in the Hauling Plan
submittal.
3.17.10. Upon OC San’s request, the Contractor shall provide one (1) bin per plant for
on-site storage to be used in an emergency situation. Plant 2 may require a bin
that is between 8-10 ft. (width) by 16-25 ft. (length) and is 4 ft. or less (height).
Drying bed haulers will be loaded by OC San staff. The height of the trailers used
for hauling the material can be no more than 8 feet high to allow for loading. The
trailers shall be designed so that liquid or solid materials do not leak or spill from
the trailer during loading and transport. The trucks and trailers shall conform to
EXHIBIT A Page 14 of 21 Specification No. S-2024-647BD
all applicable regulatory requirements including, but not limited to the
Occupational Safety and Health Act (OSHA) and United States Department of
Transportation (USDOT). Trailers must be covered before transporting material.
End dump trailers shall have manual locking turnbuckles on their tailgate.
3.17.11. Trailers/bins shall be watertight.
3.17.12. Trailers/bins shall be clearly marked with a unique ID, which shall be visible
and distinguishable.
3.17.13. Contractor shall conform with OC San Biosolids Response & Recovery Plan
(Appendix B). The Contractor shall notify OC San Control Center (714-593-
7025) within 30 minutes of accidents and spills during transportation and email
an incident report within 48-hours (see Section 7.6).
3.18. Permits, Compliance, and Records
3.18.1. Contractor shall hold and maintain all valid federal, state, and local permits,
licenses, and other approved legally required documentation to haul and
transport solid waste.
3.18.2. Contractor shall submit all regulatory documents as part of its Solid Waste
Hauling Plan in its Contract.
3.18.3. Renewal of these documents shall be provided to OC San upon issuance and
shall be available at the site.
3.18.4. The Contractor shall demonstrate compliance with all federal, state, and local
regulatory standards (see Section 7 Deliverables).
3.18.5. Contractor shall include cost for permits and any incidentals in cost to haul to
all facilities listed on the Bid Price Form, Exhibit B. Use of these alternative
locations will typically be on an emergency basis, so costs may be higher than
routine hauls.
3.18.6. Contractor shall submit copies of all reports submitted by the Contractor to
regulators and any other reports required by OC San in accordance with
Section 7 Deliverables.
3.18.7. Contractor shall notify OC San of any regulatory changes affecting hauling as
soon as possible. The notification shall include how the changes impact hauling
and the Contractor’s plan for addressing the changes. Contractor shall provide
a copy of any regulatory requirement changes, reports, and correspondence as
described in Section 7 Deliverables.
3.18.8. The Contractor shall report any violations or investigations to the appropriate
authority immediately, as well as to OC San, within 24-hours with a follow-up
incident report as referenced in Section 7 Deliverables.
3.18.9. Contractor shall maintain, document, and copy OC San on all compliance and
any non-compliances with all federal, state, and local regulations. OC San
reserves the right to contact the Contractor’s regulators.
3.18.10. OC San may require additional supplemental reports, data, plans, or proof of
compliance as needed.
3.19. Contractor Performance
3.19.1. OC San reserves the right to withhold loads for any reason, including but not
limited to:
3.19.1.1 Contractor not meeting any elements of the SOW or Contract
requirements.
3.19.1.2 Contractor not adequately addressing neighbor complaints, potential
onsite nuisances, or any other concern documented in an inspection.
EXHIBIT A Page 15 of 21 Specification No. S-2024-647BD
3.19.1.3 Contractor not conforming to the SWCR document (Appendix B). OC
San periodically updates and reissues this document to Contractor.
3.19.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any one of
the requirements, which are the responsibility of the Contractor to ensure
conformance.
3.19.1.5 Repeated issues with performance can be grounds for termination of the
Contract.
3.20. Back Charge
3.20.1. Contractor shall reimburse OC San for any costs, fines, and/or corrective actions
taken due to Contractor’s non-performance. This may include costs incurred by
OC San due to failure of the Contractor to accept and remove the agreed upon
volume of solids from the plants, onsite truck leaks, or due to releases (spills). OC
San reserves the right to offset any funds paid out on behalf of the Contractor
from invoiced amounts payable to the Contractor.
3.20.2. Contractor shall reimburse OC San for any property damage caused by
Contractor or Subcontractors.
3.21. Coordination
Contractor shall participate in OC San-required virtual or in-person meetings to review
performance, issues, upcoming projects, and generally ensure effective
communications coordination between OC San and Contractor at no cost to OC San
(Appendix B).
4. Resources Available
OC San will provide all the necessary infrastructure and ancillary equipment for solids loading
conducted at Plant No. 1 and Plant No. 2. Contractor is otherwise responsible for all equipment,
instrumentation, and supplies and all associated costs required for receiving, handling, and
hauling solids. Contractor is responsible for providing personal protective equipment for its work
force. The safety equipment shall meet or exceed OC San’s safety standards. Office facilities for
Contractor’s workforce are the responsibility of Contractor. Conference call meetings involving dial-
in services are the responsibility of Contractor.
In close coordination with assigned OC San staff, the Contractor is responsible for requesting
from OC San the needed information necessary for performing their contractual obligation. OC
San will provide all available information to assist the Contractor in performing the work elements
as described above.
Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that
pertain to work performed under the terms of this Agreement will be paid by Contractor.
5. Project Schedule
Milestones/Timeline Deadline
(Days from Notice to Proceed Date)
Kick-Off Meeting 5 working days after Notice to Proceed
Transition Implementation Plan 15 working days after kick-off meeting
Transition Period Onboarding
(if new Contractor(s)) June 23, 2025 through June 30, 2025
EXHIBIT A Page 16 of 21 Specification No. S-2024-647BD
First day of the Contract Performance July 1, 2025
Transition Period Exiting
(if new Contractor(s)) Final Week of Contract
Work and meetings involving OC San staff shall take place Monday through Thursday, between
the hours of 7:00 A.M. to 3:00 P.M.
6. Project Management
Project management includes Contractor’s attendance at a kick-off meeting, Contractor Safety
Orientation (CSO), and any other pertinent compliance meeting (upon OC San’s request).
Contractor shall also be responsible for notifying any regulatory agencies and OC San of permit
conditions, non-compliance (violation) events, etc. to the OCHCA, SARWQCB, and/or SWRCB,
upon approval by OC San.
At the kick-off meeting, Contractor shall provide a list of personnel that will be hauling solids and
the key personnel not limited to dispatcher and management team. Contractor shall not reassign
the key project personnel without prior approval of OC San. However, OC San may request
reassignment of any of Contractor’s personnel, based on the adequacy of performance.
Prior to commencement of work, OC San staff will meet with the Contractor to establish
appropriate contacts and to familiarize with the operations and relevant matters. This meeting
must be held at OC San’s offices or as determined by OC San.
Continuous performance monitoring will be performed by OC San.
The Contractor shall issue a point of contact for coordination purposes as well as an
organizational chart for escalated matters.
6.1. Project Kick-Off Meeting
Within five (5) business days of receiving the Notice-to-Proceed, Contractor shall
schedule, attend, and lead a project kick-off meeting with OC San’s Environmental
Services staff at OC San’s Administrative Office or through an alternative method as
directed by OC San. The Contractor shall be available to attend follow-up meetings
and/or conference calls as deemed necessary by OC San.
7. Deliverables
7.1. The Contractor shall provide solid waste hauling services that requires removal or
acceptance of the transportation of solid waste from OC San’s Reclamation Plants 1
or 2 or both, for quantities as determined and directed by OC San as described above.
7.2. The Contractor shall submit a Solid Waste Hauling Plan as part of the submittal
package to demonstrate conformance with Appendix B.
7.3. The Contractor shall submit the following information to the OC San Project Manager
at least 30-days prior to proceeding with the work under this Contract:
• The Training Checklist for hauling that ensures the Contractor’s dispatcher has
trained staff on OC San requirements at least 30-days prior to the commencement
of work.
• A list of driver names and trailer numbers that will be used to haul the material.
• OC San New Driver and New Trailer Approval forms completed and submitted by
the hauling dispatcher (Appendix B).
EXHIBIT A Page 17 of 21 Specification No. S-2024-647BD
• Certificate of Reported Compliance for any fleet hauling material, including
subcontractors, as required per the Heavy-Duty Inspection and Maintenance (HD
I/M) Regulation.
• Proof of fleet compliance with the Truck and Bus Regulation.
7.4. SWCR Updates: The Contractor shall meet requirements for reporting in the current
version of the SWCR (Appendix B), which is updated periodically. Contractor will be
notified and updated when new versions are made available. The Contractor shall
download and conform to future updates.
7.5. Contractor Notifications and Incident Reports to OC San.
In conformance with the requirements set forth above and the requirements in the
SWCR (Appendix B), the Contractor shall notify OC San of the following and provide
a corresponding incident report within 48-hours:
7.5.1. Within 30 minutes of any traffic incident or solid waste released during
transportation, Contractor shall notify OC San’s 24-hour Control Center (714-593-
7025).
7.5.2. Within 24 hours of any:
• Incident of non-compliance including notices of violation.
• Complaint received.
• Public or media questions received.
• Regulatory inspection.
• Verbal notification from regulator that an Area of Concern, Violation, or other
notice of regulatory non-compliance may be received in the future.
• Receipt of regulatory non-compliance or Areas of Concern or any other
action taken by an enforcement agency regarding non-compliance with
permit provisions or general applicable regulatory standards (provide OC
San a copy of the regulatory document with notification).
• Discovery of a regulatory non-compliance for which the Contractor shall be
notifying the regulatory agency.
• Accidents or health and safety incidents related to solid waste hauling,
processing, or marketing/reuse.
• Product batches that do not meet specifications.
• Regulatory-defined “Special Occurrences” on-site.
• Regulatory inspection report received.
• Critical equipment breakdowns and corrective and preventive actions.
• Significant changes (including temporary and interim changes) to processes,
input, outputs, and markets.
7.5.3. Incident reports shall include the information regarding the incident, which
regulatory requirements are impacted (if any), regulatory notifications made (if
any), the Contractor’s response, root cause analysis, detailed corrective and
preventive actions, and pictures when appropriate. The Contractor shall take
corrective and preventive actions to address root causes.
7.5.4. The Contractor shall notify OC San of any operational interruptions and/or
maintenance shutdowns by Wednesday of the preceding week in order for OC
San to properly schedule loads for the week of the shutdown.
7.5.5. In the event of any process interruption after the solid waste is received at the
disposal sites, Contractor shall notify OC San as soon as possible, but within 24
hours. OC San will likely discontinue loads until the process is restored.
7.5.6. In response to OC San inspection findings, the Contractor shall provide OC San
within five (5) business days a written incident report including root cause analysis
and detailed corrective and preventive action plans. The Contractor shall take
corrective and preventive actions to address root causes of OC San findings,
EXHIBIT A Page 18 of 21 Specification No. S-2024-647BD
especially when issues could result in nuisance complaints or compliance
concerns.
8. Safety & Hazardous Materials
Safety is the top priority at OC San. The Contractor shall attend a CSO meeting prior to the start
of work. The CSO is an OC San safety orientation conducted between OC San’s Risk
Management Division (safety and health) and the Contractor. Participation in this instruction is
mandatory. This orientation does not replace any safety measures described in the Request for
Proposals. Consultant shall include in its proposal at least one-hour dedicated to safety
onboarding prior to conducting any work. The Contractor and any Subcontractor shall follow all
state, federal, and local safety standards. Failure to do so could result in removal and permanent
suspension from OC San’s property.
In addition, the Contractor shall follow all OC San and management facility safety guidelines
established for guests, contractors, and vendors at the time this Agreement is executed. In
addition, OC San will have the right to modify the way the training is delivered if it is not able to
be done in person due to extraordinary circumstances such as COVID-19, including but not limited
to recorded or live virtual training. Please review the latest OC San, Centers for Disease Control
and Prevention (CDC), California Department of Public Health (CDPH), and Orange County
Health Care Agency (OCHCA) COVID-19 guidelines in order to be informed on the most current
safety requirements.
OC San reserves the right to stop work at no cost to OC San if there is an imminent safety hazard
caused by the Contractor or any of its Subcontractor(s). If work is stopped due to imminent safety
hazards caused by the Contractor, no stand-by pay will be paid by OC San.
The Contractor and its employees shall comply with OC San’s safety policies, including, but not
limited to, wearing protective gear while in the plant industrial areas. Protective gear includes
protective footwear comprised of non-skid soles with leather uppers and toe protection, protective
eye wear, ear protection, and safety hard hats. OC San safety policies are available from OC San
Safety Manager or his designated staff. Lack of safety equipment or failure to use safety
equipment may be cause for termination of the contract.
Be advised that confined spaces and hazardous atmosphere exist in OC San facilities. The
Contractor shall designate an individual to receive hazard awareness training from OC San. This
designated individual shall then train the Contractor staff on the hazards that exist at OC San.
The Contractor shall comply with OSHA, state, federal and local safety laws.
The Contractor shall provide a list of contacts and their duties for OC San staff including
emergency contact information. The Contractor shall provide their spill response plan to OC San
prior to start of contract period.
A meeting with personnel from OC San’s Risk Management/Safety/Security Division will be
required before work can begin on this contract. OC San Safety & Health Supervisor can be
contacted through OC San Human Resources Department.
8.1. Job Hazard Analysis
The Contractor shall develop and maintain a Site-Specific Safety Program for the
worksite, in accordance with OC San Construction Safety Standards. The Plan shall
EXHIBIT A Page 19 of 21 Specification No. S-2024-647BD
include a description of the work to be performed, highlighting the hazard analysis for
each general site condition(s) and specific work task(s), as follows:
• Identification of the Contractor’s management, supervision, competent, and
qualified persons.
• Identification of precautions to be implemented.
• Decision logic for the utilization of personal protective equipment.
• Site access control, including security measures.
• Emergency response plan.
• Incident reporting methodology.
• Safety Data Sheet inventory list; all Cal/OSHA recognized carcinogens or
reproductive hazardous materials shall be denoted and highlighted on the
inventory list.
• Training and certification documentation.
• Communication methodology.
• The Drug Free Workplace program if not included in the Injury and Illness
Prevention Program.
• Measures to mitigate public exposure to hazards as applicable.
• The Contractor shall submit its Site-Specific Safety Program to OC San for review
no later than 15 days after the effective date of the Notice to Proceed and prior to
commencing work.
8.2. Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid
and caustic soda and the potential presence of hazardous gases in and around the
plants.
8.3. There are various alarm systems installed to alert employees of possible hazardous
conditions. The Contractor shall instruct its employees of these dangers and that they
shall evacuate the area, including tunnels, immediately should an emergency situation
occur.
8.4. Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous
Areas both inside and to a distance of five (5) feet beyond all the exterior walls and
roof, and to a distance of 10 feet beyond all existing gas handling equipment.
8.5. Contractor shall take all necessary safety precautions required to meet all safety
requirements for work in areas as designated above, at no additional cost to OC San.
8.6. Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division
2 areas.
8.7. All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety
glasses, and appropriate protective equipment while on OC San plant sites.
8.8. Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The
4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide, and lower
explosive limits.
8.9. Contractor is responsible for every aspect of health and safety on the worksite,
including the health and safety of Subcontractors, suppliers, and other persons on the
worksite.
8.10. Contractor shall notify OC San Project Manager of near misses or injuries within 24
hours. Contractor shall transmit to the OC San Project Manager written investigations
of accidents and injuries encountered during work within five (5) business days.
9. Contract Management
Invoices: The Contractor shall generate a separate invoice for each plant after the end of each
month for each of the previous month’s loads hauled from OC San as back-up for the electronic
EXHIBIT A Page 20 of 21 Specification No. S-2024-647BD
invoice. Monthly billing invoices shall match tonnages contained in OC San’s records, unless an
alternative method is approved by OC San. The invoices shall be emailed to the OC San Project
Manager, key personnel, and OC San Accounts Payable (APStaff@ocsan.gov). The invoice shall
include the following documentation:
• Date
• Trailer identification number
• OC San weight ticket number
• Net wet tons contained in each trailer
• Total daily tons hauled to the facility(ies) from OC San
• Total monthly tons hauled to the facility(ies) from OC San
• Total number of loads hauled to the facility(ies) from OC San
OC San reserves the right to withhold payment if incomplete or incorrect information is provided
with invoices or monthly reports.
10. Staff Assistance
The Contractor shall be assigned a single point of contact on this project. Any meetings and/or
correspondence related to this project shall be scheduled and approved by the Project Manager.
11. Safety and Health Requirements
The Contractor and any Subcontractors shall comply with all applicable provisions of the OC San
CSO, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent.
11.1. Injury and Illness Prevention Program
The Contractor shall submit a copy of their written Injury and Illness Prevention
Program (IIPP). The IIPP must address responsibility, compliance,
communication, hazard assessment, incident investigation, hazard correction, and
training as required by Title 8, California Code of Regulations, Section 3203.
11.2. Contractor Safety Orientation
The Contractor shall attend a CSO meeting prior to the start of work. The CSO is
a Sanitation District safety orientation conducted between the Risk Management
Division (safety and health) and the Contractor. The CSO is conducted once per
year or as job conditions or SOW changes. The Contractor shall participate in
these meetings by providing work plans and other requested safety deliverables
described below. The Contractor shall sign the Job Safety Analysis (JSA)
documentation.
11.3. Job Safety Analysis
The Contractor shall prepare JSA for work tasks completed by the Contractor. The
JSA is a procedure where each basic step of the work task has identified hazards
and recommended controls for the safest way to complete the work task.
EXHIBIT A Page 21 of 21 Specification No. S-2024-647BD
11.4. Personal Protective Equipment
Contractor shall wear Level D personal protective equipment (PPE), which
includes hard-toe work boots, safety glasses, hard hats, high-visibility safety vests,
long pants, sleeved shirts, gloves, and hearing protection (as needed). All work
performed in the wastewater treatment plant requires a calibrated 4-gas monitor
(CO, H2S, LEL, O2). However, this is not required as long as drivers stay in cab
while in truck loading bays and tarping shall only be performed outside the truck
loading bays.
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GENERAL SERVICES CONTRACT
SOLID WASTE HAULING SERVICES
SPECIFICATION NO. S-2024-647BD
This GENERAL 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 Synagro-West, 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 hauling of wastewater treatment
solid waste (“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 March 26, 2025, 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.
1.2 The following exhibits, in order of precedence, are incorporated by reference and made
part of this Contract.
Exhibit “A” – Scope of Work
Exhibit “B” – Bid Price Form
Exhibit “C” – Determined Insurance Requirement Form
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 Contract and
any of the provisions of the exhibits hereto, the provisions in the Contract 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 Contractor as a result of work performed in
anticipation of acquisition of the Services by OC San.
1.5 Work Hours: Shall be as specified in Exhibit “A.”
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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 Work: Shall mean all work, labor, and materials necessary to provide the Services.
1.9 The provisions of this Contract may be amended or waived only by an amendment
executed by authorized representatives of both Parties.
1.10 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 Work.
2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally
accepted industry and professional standards.
2.2 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.
2.3 Familiarity with Work. By executing this Contract, Contractor 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 Contract. 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 the provisions hereof.
3. Contract Term.
3.1 The term of this Contract shall be for three (3) years commencing on July 1, 2025 and
continuing through June 30, 2028.
3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract
for up to two (2) one-year periods. This Contract may be renewed by an OC San
Purchase Order. OC San shall have no obligation to renew the Contract nor to give a
reason if it elects not to renew it.
3.3 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties.
4. Compensation.
4.1 As compensation for the Services provided under this Contract, OC San shall pay
Contractor a total amount not to exceed Two Million One Hundred Thirty Thousand
Dollars ($2,130,000.00).
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no
charge beyond the amount specified above.
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5. Payments and Invoicing.
5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A”
thirty (30) days from receipt of the invoice and after approval by OC San’s Project
Manager or designee. OC San shall be the determining party, in its sole discretion, as to
whether the Services have been satisfactorily completed.
5.2 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.
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,
General Services Contract 4 of 11 Specification No. S-2024-647BD
Revision 073024
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.”
Contractor shall ensure that all its contracts with its subcontractors provide the provision
above.
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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.
12. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may arise
out of or may be caused by Contractor’s Services under this Contract, or by its
subcontractor(s), or by anyone directly or indirectly employed by Contractor, and whether such
damage or injury shall accrue or be discovered before or after the termination of the Contract.
Except as to the sole active negligence of or willful misconduct of OC San, Contractor 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
Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted
or uncopyrighted material, composition, or process; or any patented or unpatented invention,
article, or appliance furnished or used under the Contract, and/or (c) on account of any goods
and services provided under this Contract. This indemnification provision shall apply to any
acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on
the part of Contractor or anyone employed by or working under Contractor. To the maximum
extent permitted by law, Contractor’s duty to defend shall apply whether or not such claims,
allegations, lawsuits, or proceedings have merit or are meritless; or which involve claims or
allegations that any of the parties to be defended were actively, passively, or concurrently
General Services Contract 6 of 11 Specification No. S-2024-647BD
Revision 073024
negligent; or which otherwise assert that the parties to be defended are responsible, in whole
or in part, for any loss, damage, or injury. Contractor agrees to provide this defense
immediately upon written notice from 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 Contract.
13. 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, 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.
14. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any
rights under this Contract without the prior written consent of OC San. Any such attempted
delegation or assignment shall be void.
15. Disclosure. Contractor agrees not to disclose, to any third party, data or information
generated from this Contract without the prior written consent from OC San.
16. 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.
17. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OC San and Contractor.
18. 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
Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract whether or not specifically included or
referenced.
19. 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 will be paid by Contractor.
20. Regulatory Requirements. Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including, but
not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water
Codes Division 2.
21. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all
Federal, State, and local environmental laws, regulations, and policies which apply to the
Contractor, its subcontractors, and the Services, including, but not limited to, all applicable
Federal, State, and local air pollution control laws and regulations.
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22. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD).
All Contract work practices, which may have associated emissions such as sandblasting, open
field spray painting, or demolition of asbestos containing components or structures shall
comply with the appropriate rules and regulations of SCAQMD.
23. California Voluntary Protection Program (Cal/VPP) Annual Reporting Requirement.
For the duration of the contract term, Contractor shall provide an annual report detailing its
safety and health information, including, but not limited to, its total number of employees, work
hours, number of injuries and illnesses, and number of injury and illness cases involving days
away from work, restricted work activity and/or job transfer. Contractor shall furnish this report
to OC San no later than the 20th day of January each calendar year. Failure to provide this
data by the required due date may result in suspension of your services with OC San. Any
delay arising out of or resulting from such suspension shall be Contractor’s sole responsibility
and considered Contractor caused delay, which shall not be compensable by OC San.
24. Warranties.
Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work
specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided
fails to meet the standards required under this Contract, Contractor shall, within the time agreed
to by OC San and Contractor, take all such actions as are necessary to correct or complete the
noted deficiency(ies) at Contractor's sole expense.
25. Dispute Resolution.
25.1 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.
25.2 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.
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
General Services Contract 8 of 11 Specification No. S-2024-647BD
Revision 073024
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 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.
28. Termination.
28.1 OC San reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a
termination notice, Contractor shall immediately discontinue all work under this Contract
(unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay
Contractor for work performed (cost and fee) through the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OC San from any further fee, cost, or claim hereunder by Contractor
other than for work performed through the date of termination.
28.2 OC San reserves the right to terminate this Contract immediately upon OC San’s
determination that Contractor is not complying with the Scope of Work requirements, if
the level of service is inadequate, or for any other default of this Contract.
28.3 OC San may also immediately terminate this Contract for default, in whole or in part, by
written notice to Contractor:
▪ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
▪ if Contractor sells its business; or
▪ if Contractor breaches any of the terms of this Contract; or
▪ if the total amount of compensation exceeds the amount authorized under this
Contract.
28.4 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 expiration or early 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, 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.
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.
General Services Contract 9 of 11 Specification No. S-2024-647BD
Revision 073024
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. Notices.
34.1 All notices under this Contract 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: Donald Herrera
Senior Buyer
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
dherrera@ocsan.gov
Contractor: Robert Ford
Business Development Manager
Synagro-West, LLC
435 Williams Court
Baltimore, MD 21220
robertford@synagro.com
34.2 Each party shall provide the other party written notice of any change in address as soon
as practicable.
35. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract.
36. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract, the
Parties are formally bound.
37. Entire Agreement. This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral communications and all contemporaneous oral agreements,
General Services Contract 10 of 11 Specification No. S-2024-647BD
Revision 073024
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Intentionally left blank. Signatures follow on the next page.
General Services Contract 11 of 11 Specification No. S-2024-647BD
Revision 073024
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
SYNAGRO-WEST, LLC
Dated: _________________ By:
Print Name and Title of Officer
IG
EXHIBIT A Page 1 of 21 Specification No. S-2024-647BD
EXHIBIT A
SCOPE OF WORK
SOLID WASTE HAULING SERVICES
SPECIFICATION NO. S-2024-647BD
EXECUTIVE SUMMARY/OVERVIEW
The Orange County Sanitation District (OC San) operates one (1) of the largest wastewater
agencies west of the Mississippi River. Since 1954, OC San safely collects, treats, and disposes
of and/or reclaims the wastewater generated by 2.6 million people living and working in central
and northwestern Orange County, California.
Each day OC San treats more than 190 million gallons of wastewater, enough volume to fill Angel
Stadium in Anaheim (California) over two and a quarter times. 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 650 employees manage the day-to-day activities of OC San.
Our service area includes more than 380 miles of sewer pipes, located throughout the county,
and two (2) reclamation plants – one (1) in Fountain Valley, CA and the other in Huntington Beach,
CA – where wastewater is treated in accordance with strict state and federal standards.
OC San’s employees are dedicated to protecting public health and the environment by ensuring
the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year.
OC San is known for its industry-leading achievements and dedication to customer service.
1. Purpose
The purpose of this Scope of Work (SOW) is to secure professional services for one (1) primary
and one (1) secondary qualified Contractor that meet the minimum qualification requirements
referenced in Appendix B to manage OC San’s non-recyclable solid waste hauling.
This contract requires a Contractor to shall haul between 4 to 50 tons per day (tpd) with one (1)
to four (4) loads per day, with an average of approximately 12 tpd with two (2) loads per day, of
wastewater treatment solid waste split between two (2) plants according to the schedule in
Appendix A. Under normal operating conditions, the Contractor shall maintain, deliver, replace,
and transport bins/trailers from OC San’s Reclamation Plant No. 1 located at 10844 Ellis Avenue,
Fountain Valley, CA (Plant 1) and Reclamation Plant No. 2 located at 22212 Brookhurst Street,
Huntington Beach, CA (Plant 2) to the Frank R. Bowerman Landfill (Bowerman) and the
alternative management locations listed in the Bid Price Form (Exhibit B).
The Contractor shall take the necessary steps to provide this hauling service, including, but not
limited to, compliance with all applicable federal, state, and local regulations, recordkeeping,
reporting, and conformance with OC San’s Solid Waste Contractor Requirements (SWCR) (see
Appendix B).
2. Description
OC San is committed to protect both public health and the environment by operating the
reclamation plants in accordance with federal, state, and local laws and regulations, and
requirements as established by the Environmental Protection Agency (EPA), State Water
Resources Control Board (SWRCB), Santa Ana Regional Water Quality Control Board
EXHIBIT A Page 2 of 21 Specification No. S-2024-647BD
(SARWQCB), South Coast Air Quality Management District (SCAQMD), California Air Resources
Board (CARB), California's Department of Resources Recycling and Recovery (CalRecycle),
Orange County Waste and Recycling (OCWR), and Orange County Health Care Agency
(OCHCA).
Screenings and grit are two (2) types of solid waste from the wastewater treatment process.
Screenings are the coarse solids removed by the mechanically cleaned bar screens at the
beginning of the wastewater treatment process as part of preliminary treatment. These coarse
solids can be paper, fecal matter, cloth, wood, and other materials including plastics and
miscellaneous debris. Grit consists of sand and silt or other detritus that is separated from the raw
wastewater in an aerated chamber following the screening step. Grit and screenings removed
from the incoming wastewater at each plant are moved via conveyors to hoppers. Grit and
screenings collected in the hoppers are deposited in portable bins or trailers which are used for
transporting the material to a disposal site.
Drying bed material originates from the collection system, treatment plant activities, or another
source, but must meet the grit and screenings profile for the landfill or a new profile will be
required. The material in the drying beds may contain grit, screenings, sewer debris, grease,
sawdust, wood chips, sludge, biosolids, polymer, and/or other material. The solid waste is
decanted in the drying beds, mixed with sawdust to absorb moisture, and loaded into the
Contractor’s trailer using OC San’s loader by OC San staff and transported by the Contractor to
the designated landfill.
In 2013, OC San and OCWR entered into a Waste Disposal Agreement (WDA) for the disposal
of solids waste at the Bowerman Landfill located at 11002 Bee Canyon Access Rd, Irvine, CA,
92602. Although this is currently considered the primary disposal facility, the solid waste is also
capable of being sent to the following OCWR landfills (and/or other open OCWR landfills),
including those facilities listed in Exhibit B as alternative locations in case it is not able to be sent
to Bowerman:
• Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA
92675
• Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823
2.1. Definitions
• Contractor – Shall mean the party awarded the Contract for services under this
Contract.
• Drying Bed Material - Drying bed material originates from the collection system,
treatment plant activities, or another source and consists of grit, screenings, sewer
debris, grease, sawdust, wood chips, sludge, biosolids, polymer, and/or other
material.
• Fail-safe Back-up Management Options – OC San will have fail-safe back-up and/or
alternative landfills, at the ready in the case that OC San has a process disruption or
otherwise requires use of an alternative to the usual landfill sites.
• Fail-safe Hauling Capacity – Contractor shall have a plan and be prepared to provide
hauling for up to 100% of OC San’s maximum grit and screenings and drying bed
residuals daily production (50 tpd per facility). See Bid Price Form, Exhibit B
• Grit – Consists of sand and silt or other detritus that is separated from the raw
wastewater in an aerated chamber or tank following the screening step.
• Maintenance Shutdown – A shutdown restricting the processing of solid waste and/or
limiting or restricting the throughput of solid waste.
EXHIBIT A Page 3 of 21 Specification No. S-2024-647BD
• Jake-braking – “Jake brakes” or “Jacob” brakes are colloquial names for a
compression release brake. When a diesel engine slows down using its jake brakes,
it opens the exhaust valves on top of the compression stroke and the truck makes a
noise that is described as a mile-long rumble strip, but deeper and more impressive
• OC San – Shall mean the Orange County Sanitation District.
• OC San Project Manager – Shall mean the OC San employee who is the main point
of contact for all issues related to this Contract.
• Ownership of Solid Waste – Shall mean once solid waste is loaded into the
Contractor’s truck/bins, the responsibility and ownership of the solid waste is deemed
to have transferred from OC San to the Contractor. However, OC San maintains strict
oversight of the solid waste throughout the final use process including, but not limited
to, coordination on compliance reporting, reporting incidents during transportation,
and final waste disposal.
• Primary Contractor – A Primary Contractor will be awarded the Contract to handle
100% of OC San’s grit and screenings and drying bed material at both Plant 1 and
Plant 2. However, a secondary Contractor will be selected to provide services in case
the primary Contractor is unable to pick up the required load(s).
• Secondary Contractor – A Primary Contractor will be selected along with a secondary
Contractor in the event that the primary Contractor is not available.
• Screenings - Coarse solids removed by the mechanically cleaned bar screens at the
beginning of the wastewater treatment process as part of preliminary treatment,
typically consisting of paper, fecal matter, cloth, wood, and other materials including
plastics and miscellaneous debris.
• Solid Waste – A combination of either grit and screenings and/or drying bed material
generated from wastewater treatment, collection system, treatment plant activities,
or another source.
• Solid Waste Contractor Requirements (SWCR) – A periodically-updated document
that explains OC San requirements as well as other resources for Contractors.
Contractor shall conform to the latest published version of SWCR (Appendix B), as
specified in Section 7.
• Subcontractor – shall mean the party designated by the Contractor and approved by
OC San for part of thisSOW. See Section 3.7 for requirements.
• Top-off – Service to top-off with Plant 1 drying bed material after Plant 2 trailer pick-
up.
• TPD (tpd) – shall mean wet tons per day where a ton is a measurement by weight of
2,000 pounds of solids.
3. Project/Work Elements
3.1. General
The Contractor shall provide bins and trailers to accept delivery, transport, and disposal of
the grit, screenings, and drying bed material from OC San’s Plant 1 and Plant 2 at the
following permitted and approved OCWR sites (and other facilities listed in Exhibit B) in
quantities determined and directed by OC San (up to approximately 50 tpd):
• Frank K. Bowerman Landfill – 11002 Bee Canyon Access Rd, Irvine, CA, 92602
• Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA 92675
• Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823
EXHIBIT A Page 4 of 21 Specification No. S-2024-647BD
3.2. Facility Description
There is one (1) primary hauling destination, Bowerman Landfill, which has the following
description:
• Bowerman Landfill is owned and operated by OC Waste and Recycling.
• OC San and OC Waste and Recycling have an agreement for Bowerman to accept
and landfill OC San’s solid waste at their facility.
• The Bowerman Landfill receives and processes up to 11,500 tons daily.
• The facility hours of operation of unloading are from 7:00AM to 4:00PM, Monday
through Saturday. No waste will be accepted outside the solids hauling schedule,
unless approved by Bowerman.
OC San is seeking to maximize the hauling diversity and capacity for its grit and screening
program by awarding contracts for up to two (2) qualified hauling Contractors (one (1)
primary Contractor and one (1) secondary Contractor). In doing so, it is OC San’s
responsibility to provide solid waste to the qualified Contractor(s) that meet the
specifications described in the following sections.
The Contractor is responsible for taking all required steps to provide this service, which may
include, but is not limited to, permitting and hauling, while also meeting compliance with
federal, state, and local regulations, including recordkeeping, reporting, and conforming to
OC San’s SWCR (Appendix B). OC San shall pay for the tipping fee separately to OCWR
(and/or those facilities listed in Exhibit B) for the disposal of OC San’s residuals by the
Contractor at OCWR’s designated landfills in accordance with the OC San-OCWR Waste
Disposal Agreement.
In the event that the OCWR is not able to accept OC San’s residuals at the landfill due to
any reason not limited to the quality of residuals, weather conditions, construction, and/or
emergency events, the Contractor shall use one of the other potential locations listed in
Exhibit B. All of OC San’s recommended fail-safe delivery sites will be within three hundred
(300) miles of OC San’s Plant 1 in Fountain Valley. These other facility delivery hours
typically range between 6:15AM to 4:00PM, Monday through Saturday. However, some of
these facilities operate 24 hours a day, seven (7) days a week. Hours and dates may change
at the sole discretion of these facilities. However, the Contractor may recommend and/or
use an alternative landfill site that has been approved by OC San and for which OC San’s
material has been properly profiled, approved, and authorized prior to disposal.
The Contractor shall not store any vehicles, trailers, or equipment onsite.
3.3. Regulatory Requirements
The Contractor shall perform all work under this contract in strict compliance with applicable
federal, state, and local regulatory requirements including, but not limited to 40 CFR 122,
123, 124, 257, 258, 260, and 261, and California’s Code of Regulations (CCR) Titles 13, 22,
23, and 27, and the California Water Code.
3.4. Service Schedule and Material Quantities
The Contractor shall be available to handle, store, move, and dispose of the solid waste on
a 24 hour per day, seven (7) day per week schedule, including holidays. Service on
EXHIBIT A Page 5 of 21 Specification No. S-2024-647BD
holidays, weekends, or after hours is included in the contract price. When OC San requires
additional bins or trailers due to additional grit and screenings or drying bed material
volumes, OC San shall not be subject to the following:
• Overtime
• Additional or premium charges
• Waiting charges (for less than 1 hour)
• Cancellation charges (if OC San provides notice at least 12 hours in advance)
• Extra fees
OC San will strive to schedule loads at least 24 hours in advance; however, OC San
reserves the right to expedite the schedule for service within an eight (8)-hour period from
notification at no additional cost to OC San.
3.5. Grit and Screenings and Drying Bed Material Quantities
Grit and screenings and drying bed material quantities in the table below are based on the
typical schedule over the last fiscal year (2023-2024). The actual amounts of grit and
screenings and drying bed material may vary and are not guaranteed minimum quantities.
OC San reserves the right to change the weekly schedule and the estimated number of
truck loads based on volume of material available at no additional cost to OC San. OC San
will strive to provide a two (2)-week notice of any potential schedule changes.
3.6. Service Schedule
The hauling schedule for grit and screenings and drying bed material, estimated
truckloads, and estimated tonnage per year is shown in the table below:
SERVICE SCHEDULE NUMBER OF
BINS/TRAILERS
EST.
TRUCKLOADS
PER YEAR
EST.
TONNAGE
PER YEAR
Plant 1
Grit and
Screenings
Sunday -
Saturday
2 bins (1 truck/day)
switched daily;
Bins staged on Sunday
and staged bins
delivered to landfill on
Monday.
365 2,500
Plant 1
bin relocation Sunday
Switching onsite
bins only (No disposal or
transport; stage only)
52 N/A
Plant 1
Drying Bed
Top-off
Typically weekly
– usually
Thursday
morning - and
as needed
1 trailer/week – the same
truck/trailer as for Plant 2
Grit or Screenings.
80 700
Plant 1 Drying
Bed Trailer As Needed 1 trailer, as needed 6 60
EXHIBIT A Page 6 of 21 Specification No. S-2024-647BD
Currently, between 275 to 500 wet tons of grit and screenings (including drying bed material)
per month are being collected from both plants. Drying bed loads are not continuous and
may require a minimum of four (4) to 12 loads in one (1) month. The drying beds are currently
only located at Plant 1.
Bin Relocation Service: The Contractor shall provide a qualified driver to provide the bin
relocation services every Sunday between 6:00AM to 9:00AM. The driver shall exchange
both loaded bins from the Plant 1 grit and screening building with the delivered empty bins
and transfer the loaded bins to the drying bed area or back to the Contractor’s yard for
transportation to the selected disposal facility on Monday. Deployment area is subject to
change.
Bin Top-Off Service: Service to top-off with Plant 1 drying bed material after Plant 2 trailer
pick-up: OC San is required to move solid waste offsite to a landfill within 7-days of receiving
the material in the drying bed. Many times, the accumulated volume is small and does not
warrant a large trailer. Upon request, after picking up the Plant 2 grit or screening trailer, the
Contractor shall stop at Plant 1 to pick-up the Plant 1 drying bed material. Typically, this “top-
off” request will coincide with the P2 grit or screening trailer pick-up on Thursday or Friday.
The trailer will need to be weighed at Plant 2 for screenings, then weighed again at Plant 1
after the drying bed material is added. Alternatively, if a small load is needed to be picked up
from the drying beds on a day other than Thursday or Friday when the normal Plant 2 top-off
occurs, then the Contractor shall use the bin that is picked up on a daily basis from grit and
screenings at Plant 1 to top-off the load from the drying beds.
3.7. Grit and Screening and Drying Bed Material Solids Quality
OC San will pay the landfill tipping fee directly to OCWR, and manage the profile, perform
the required sampling, and analyses to ensure continued conformance with landfill
standards. Other potential fail-safe options that can be used for disposal of the solid waste
are provided in Exhibit B.
OC San will provide mulch/sawdust to the Contractor to increase the solids content if
required by the landfill.
3.8. Portable Grit & Screenings Storage Bins and Trailers and Drying Bed Hauling
Bins and trailers shall be designed so that liquid or solid materials do not leak or spill from
the bins or trailers during loading and transport. The bins and trailers shall be designed to
be safely accessible and moveable by OC San staff. These units shall also conform to all
applicable regulatory requirements including, but not limited to those of the Occupational
Safety and Health Act (OSHA), United States Department of Transportation (USDOT), and
OC San’s safe driving practices and speed limits. The bins and trailers shall be stenciled
Plant 2
Grit Trailer Thursday 1 trailer/week 52 350
Plant 2
Screening
Trailer
Monday,
Wednesday,
Friday
3 trailers/week 156 725
Plant 1 SCWO
Screening Bin
Typically
Weekly 1 trailer/week 52 200
EXHIBIT A Page 7 of 21 Specification No. S-2024-647BD
with a unique number for identification. The bins and trailers shall be designed with at least
four (4) drainage holes to drain excess liquid while bins or trailers are stationed in the loading
facility. The drainage holes shall be located at each corner or sides of the bin and trailer.
The drainage holes shall be a minimum of two (2)-inches in diameter and equipped with a
full port plug valve. The plug valve must be accessible when the bin or trailer is in place to
clean any debris that may plug the opening. The plug valve or other device must seal the
drain tightly during loading and transport so that no liquid or solid material can leak or spill.
The bin or trailers must be equipped with a solid cover to prevent the contents from escaping
the bin or trailer during transport.
• End Dumps must have either one (1) to two (2) on each side or a total of four (4)
turnbuckles as listed in a) thru d):
a) Two (2) turnbuckles on bottom; or
b) Two (2) turnbuckles on top; or
c) One (1) turnbuckle on each side; or
d) any combination of c) with either a) or b)
• Tarp must completely cover and seal the truck with no major holes or rips (over six
(6) inches).
• Trailers/bins must be water-tight. No holes or tears on body of trailer or seals through
which light can be seen through or where there are signs of leakage.
Bins and trailers shall be maintained by the Contractor and remain in good working condition
throughout the entire term of the contract. Maintenance shall include, but not limited to, fixing
bent and warped doors, replacing seals and gaskets, repainting chipped and peeling paint,
correcting door and cover alignment problems, replacing broken latches and valves, fixing or
replacing bent cross members, and maintaining bins and trailers so they do not leak. Bins
and trailers must be maintained in a condition so that they remain safely accessible, in good
working order, and moveable by OC San’s staff. Prior to delivery to OC San’s facilities, all
bins, trucks, and/or trailers shall be properly inspected to ensure that:
• All locking mechanisms are in place.
• Trailers/bins are water-tight.
• Tarp/cover are free of any major holes, rips, cracks, etc. that might compromise its
integrity.
• Splashguards are welded or bolted and sealed and must be 18 to 24 inches on front.
o Back splashguards are required only if tarp does not have a tarp extension
that ensures seal in the back.
• Truck and trailers must not exceed 12 feet to load at Plant 1 or 13.5 feet to load at
Plant 2.
• No solid waste is present/visible on the outside of the truck, trailer, and/or bins.
• Odor is mitigated before loading with tarp/cover on.
• Trucks have safety equipment, including broom, bucket, triangles, fire extinguisher,
gloves, protective eyewear, etc.
• Any changes to trucking schedule need to be called into Duty Supervisors (Plant 1:
714-593-7025 or Plant 2: 714-593-7625).
• All trucks are required to carry a Citizens Band communicator/radio (CB radio).
Any bins, trucks, and/or trailers that are in poor condition and/or deemed to be unsafe by OC
San staff or pose a safety concern shall be repaired or replaced at no cost to OC San prior
to using the bins or trailers again at OC San’s facilities. Bins or trailers that are leaking shall
EXHIBIT A Page 8 of 21 Specification No. S-2024-647BD
be repaired or the contents moved to a properly working bin or trailer by the Contractor prior
to leaving OC San facilities at no cost to OC San. Notification by OC San to the Contractor
for the bins or trailers that require repair will be made in writing (via email) by OC San
Operations staff. Due to odor compliance, the Contractor shall make all necessary repairs
and have the full bins or trailers removed from OC San within two (2) business days. Prior
to transportation, the Contractor shall ensure that the outside of the bin or trailer is kept clean
from debris.
Plant 1 has two (2) identical grit and screening loading bays located in the Bin Loading
Building.
Plant 2 has one (1) screening loading bay and one (1) grit loading bay. The screening bay is
located inside the Screenings Building and the grit loading bay is located inside the Grit
Building. Both the grit and screenings will require one (1) trailer at each location at a time.
The approximate dimensions of the loading bays are listed in the following table:
Location
Clearance from
Bottom of Hopper to
Bay Floor
Width of Bay
Length of
Bay
Plant 1 (2 identical)
10 ft.
8 ft. 6 in.
25 ft.
Plant 2 Screenings
Bay (inside)
11 ft. 10in.
12 ft.
54 ft.
Plant 2 Grit Bay
(inside)
14 ft. 3 in.
12 ft.
54 ft.
Photo of Plant No. 1 Grit and Screening Area Photo of Plant No. 1 Grit and Screening Area
EXHIBIT A Page 9 of 21 Specification No. S-2024-647BD
3.9. Hauling, Scheduling, Storage, and Contingencies
The Contractor shall be responsible for ensuring drivers and hauling companies comply, as
required, with all State of California, State of Arizona, and federal standards and
requirements for Motor Carriers, including the California Vehicle Code and the Department
of Transportation (DOT) Federal Motor Carrier Safety Administration standards and
requirements. State of California and DOT requirements may include, but are not limited to,
the following:
• California Vehicle Code §658.17 Weight limits
• DOT §393.95 Emergency equipment on all power units
• DOT §395.3 Maximum driving time for property-carrying vehicles
• CARB Truck & Bus Regulation 13 CCR 2025
• CARB Heavy-Duty Vehicle Inspection and Maintenance Program Regulation 13
CCR 2195 – 2199.1
Photo of Plant No. 1 Drying Bed Area
Photo of Plant No. 2 Grit Area
Photo of Plant No. 2 Screening Area
Photo of Plant No. 1 Drying Beds Area
EXHIBIT A Page 10 of 21 Specification No. S-2024-647BD
• CARB Advanced Clean Fleets Regulation 13 CCR 2013 – 2013.4 and 13 CCR 2015
– 2015.6
o Any federal, state, or local fees related to hauling, such as road use fees, toll
fees, and any fines incurred by hauling operations as well as costs associated
with releases shall be the responsibility of the Contractor.
o In addition to the summary of key requirements contained in this section, the
Contractor shall comply with all requirements contained in Appendix B,
including the submittal of the Training Checklist that ensures the Contractor’s
dispatcher has trained staff on OC San requirements (see Section 7
Deliverables). The Contractor shall periodically (or upon request by OC San)
review, update, and re-submit the plans, with any changes, to OC San.
o Contractor shall haul solid waste from either of OC San’s two (2) plants to
approved sites as directed by OC San’s weekly schedule. Contractor shall
conform to this schedule.
o Contractor shall bill OC San based on OC San’s scale-based weight tickets
(not weight at destination facility). Contractor shall maintain and record
truckload weight tickets.
o Current loading windows are generally limited to Monday through Saturday
but are subject to change based on operational needs and solids residual
availability (see Appendix B).
o OC San will consider Contractor’s needs in setting loading times and
schedules; however, operational logistics and plants’ considerations
determine the final schedule. Wait times at the plants prior to loading average
about 15-30 minutes, but at peak times it can be as much as one (1) hour.
Loading times also vary, averaging about 15-30 minutes.
o Once the solid waste is loaded into the Contractor’s bins/trailers,
responsibility, and ownership of the solids are deemed to have transferred
from OC San to the Contractor. However, OC San maintains strict oversight
of these solids throughout the final use process including coordination of
reporting incidents during transportation and final product distribution.
o OC San has limited storage capacity. Contractor shall provide facilities,
hauling, equipment, and any other means necessary to ensure its ability to
manage and store solids produced by OC San during inclement weather.
o Haulers transporting solid waste off-site for disposal shall take all necessary
measures to keep the solids contained. Haulers shall adhere to OC San’s
spill clean-up plan. OC San is required to report any spills to USEPA and
State agency in which the spill occurred.
3.10. OC San Scale and DataBridge Systems
The Contractor is required to weigh at OC San’s truck loading facilities prior to leaving with
loaded bins. The Contractor shall provide OC San with standardized tare weights that will
be used to issue the full-bin scale tickets. The Contractor shall include copies of the landfill’s
weight tickets (separate ticket for each bin) for grit and screenings and drying bed solid
waste at Plant 1 and Plant 2. The weight tickets shall be provided to OC San with the
monthly invoice or upon OC San’s request.
3.10.1. New Driver and New Trailer Approval forms are required for each driver and trailer
in order to register them in OC San’s scale software prior to arrival at OC San.
Hauling dispatchers are required to email the form at least two (2) business days
before the drivers’ or trailers’ initial visit to OC San.
EXHIBIT A Page 11 of 21 Specification No. S-2024-647BD
Dispatchers and drivers are certifying that they understand and conform with
requirements contained in the Pre-Loading Trailer Inspection Guidelines, and
Safety Equipment Inspection Guidelines.
3.10.2. OC San’s DataBridge System is a software application that is used for tracking
OC San’s Biosolids loads to ensure accurate compliance reporting (see Appendix
B).
3.10.3. OC San staff will review and reconcile tickets in DataBridge, using field tickets
and logs.
Invoicing shall reflect data in DataBridge. Any incorrect or missing tickets will be
identified during the ticket approval process. The Contractor shall communicate
any ticket discrepancies as soon as possible to OC San.
These requirements transfer to any new or equivalent systems or processes
implemented in the future.
3.11. Transportability
The Contractor shall submit the following with the submittal:
• Plan and profile views of the disposal bin.
• Plan and profile views of the transfer unit.
• Plan and profile for Plant 1 bin drainage system.
• Provide other documentation, if available, to support claims of disposal bin
compatibility with applicable Federal, State, and Local regulatory requirements,
including, but not limited to OSHA, USDOT, the Code of Federal Regulations (CFR)
certification, California Code of Regulations (CCR) validation. Documentation may
include video or photos of system as proposed being on-loaded and off-loaded
to/from the OC San’s facilities.
• Provide drawing and describe the process of on-load and off-load of the system
to/from the OC San’s facilities.
• Provide a list of items that must be added, disassembled or removed from the bin
and/or the transporter for hauling, and
• Provide description of design features and other measures taken to prevent liquid
leakage and spillage during loading and transport
• The Contractor shall provide a list of contacts and their duties for OC San staff
including emergency contact information. The Contractor shall provide their spill
response plan to OC San.
• The Contractor shall be prepared to provide the specified bins and trailers and begin
hauling grit and screenings and drying bed material on the first day of the Contract
period (July 1, 2025).
• The final week of the agreement shall be used as a transition period. The Contractor
shall work with the next Contractor to facilitate the transition of hauling duties.
The Contractor shall describe the environmental evaluation or site assessment process
undertaken in the permitting of each of the disposal sites to be used. Supply information to
verify compliance with the requirements of the California Department of Health Services
(DHS), SWRCB, the Integrated Waste Management Board, and CARB.
EXHIBIT A Page 12 of 21 Specification No. S-2024-647BD
3.12. Driver Wait Time
OC San will reimburse the Contractor for driver wait time that is a result of OC San-caused
delays greater than one (1) hour. The Contractor must notify the OC San project manager
or designee at the time of delay so that the request can be documented and approved by
OC San.
3.13. Driver Response Time
Although a routine schedule will be established with the contractor(s), there may be unusual
circumstances and/or special projects that require additional loads to be removed from the
facility. In these cases, the contract rates per load from each subject area shall apply and
the Contractor(s) should be able to respond within 24 hours, if/when such events occur.
3.14. Hauler Documentation
Please see Appendix B for OC San’s spill response standard operating procedures and
other requirements that will be required for the Contractor to have present in each truck at
all times and train their drivers on.
3.15. Hauling Capacity
3.15.1. Contractor shall maintain and demonstrate the ability to provide OC San the
minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least two (2)
additional trucks per week of hauling capacity. Although OC San prefers to keep
to a steady weekly schedule, there can be week-to-week variations. Thus, OC
San requires flexible and reliable solids hauling capacity from its Contractors to
adapt to these fluctuations.
3.15.2. Failure of the Contractor to maintain and demonstrate the ability to provide OC
San the minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least
(2) two additional trucks per week of hauling capacity shall constitute a
performance issue (see Contractor Performance in Section 3.19).
3.16. Subcontractor(s)
3.16.1. Contractor may subcontract portions of the Contract. Subcontractors are subject
to all the requirements of the Contract. Contractor is responsible for ensuring that
the Subcontractor(s) comply with all Contract requirements.
3.16.2. Contractor shall provide a written request to OC San for approval in order to add
a Subcontractor to the approved list of substitutes.
3.16.3. Contractor shall obtain written approval from OC San at least 30 days prior to the
substitution of an approved Subcontractor.
3.16.4. Contractor’s Subcontractor shall meet all of OC San’s requirements,
responsibility, and accountability measures contained herein.
3.16.5. Contractor is accountable and responsible to ensure that its Subcontractor(s)
meet applicable OC San and management facility requirements including, but not
limited to, providing suitable staff, training, equipment, resources to perform the
SOW, required insurance, and conformance with OC San’s SWCR (see Appendix
B).
3.16.6. The cost for Subcontractor(s) shall be included in Contractor’s cost.
EXHIBIT A Page 13 of 21 Specification No. S-2024-647BD
3.17. Loading, Drivers, and Trailers
3.17.1. OC San reserves the right to reject loads (no make-up) or write-up the driver or
trailer if any contractual requirements or SWCR (Appendix B) are not met. See
Section 3.19.
3.17.2. The Contractor shall be responsible for all transportation equipment. OC San
reserves the right to inspect any of the Contractor’s equipment to verify
conformance with all requirements within these specifications and reject loads if
equipment does not meet specifications.
3.17.3. Contractor shall provide adequate training to drivers, dispatchers, and other key
staff on solids characteristics and emergency response procedures, including
providing simple procedures written in the appropriate language format (such as
English and Spanish).
3.17.4. Contractor’s drivers shall conduct themselves in a professional and courteous
manner. OC San reserves the right to ban drivers from OC San facilities that do
not comply with the SWCR or terms of the contract.
3.17.5. Dispatchers shall relay shutdown, operational, training, and other
communications from OC San to drivers promptly, in a format that can be easily
understood by drivers, and document communications and trainings including the
use of sign-in sheets.
3.17.6. Trailers are subject to inspection by OC San prior to commencement of work. Any
exceptions to requirements must be requested in writing and approved by OC
San staff.
3.17.7. Contractor shall conform to OC San Safety Equipment Requirements and Pre-
Loading Inspection Requirements (see Appendix B).
3.17.8. Contractor’s drivers shall carry a copy of the OC San’s “Hauling Biosolids”
laminated cards (Appendix B). Drivers shall understand and abide by all
information contained in it, be familiar with solid waste, and provide this
informational booklet to onsite emergency responders if an incident occurs during
transportation, especially to communicate that the solid waste is non-hazardous.
Laminated cards are available to drivers at OC San’s truck loading facilities.
3.17.9. OC San requires the Contractor’s participation in our commitment to being a good
neighbor and preventing/minimizing noise and odors. Below is a summary of
some of the requirements, but please refer to Appendix B for all requirements:
• OC San requires that Contractor’s drivers travel with tarps secured at all
times to minimize odors.
• Contractor is responsible to provide drivers access to facilities necessary to
ensure trucks are clean. OC San will not provide a truck washing facility.
• No jake-braking or other noise nuisance between 7:00PM and 7:00AM.
• Contractor shall utilize staging areas and trucking route(s) with least impact
to sensitive receptors within the public. The route(s), staging areas, and
contingency routes in case of closures shall be included in the Hauling Plan
submittal.
3.17.10. Upon OC San’s request, the Contractor shall provide one (1) bin per plant for
on-site storage to be used in an emergency situation. Plant 2 may require a bin
that is between 8-10 ft. (width) by 16-25 ft. (length) and is 4 ft. or less (height).
Drying bed haulers will be loaded by OC San staff. The height of the trailers used
for hauling the material can be no more than 8 feet high to allow for loading. The
trailers shall be designed so that liquid or solid materials do not leak or spill from
the trailer during loading and transport. The trucks and trailers shall conform to
EXHIBIT A Page 14 of 21 Specification No. S-2024-647BD
all applicable regulatory requirements including, but not limited to the
Occupational Safety and Health Act (OSHA) and United States Department of
Transportation (USDOT). Trailers must be covered before transporting material.
End dump trailers shall have manual locking turnbuckles on their tailgate.
3.17.11. Trailers/bins shall be watertight.
3.17.12. Trailers/bins shall be clearly marked with a unique ID, which shall be visible
and distinguishable.
3.17.13. Contractor shall conform with OC San Biosolids Response & Recovery Plan
(Appendix B). The Contractor shall notify OC San Control Center (714-593-
7025) within 30 minutes of accidents and spills during transportation and email
an incident report within 48-hours (see Section 7.6).
3.18. Permits, Compliance, and Records
3.18.1. Contractor shall hold and maintain all valid federal, state, and local permits,
licenses, and other approved legally required documentation to haul and
transport solid waste.
3.18.2. Contractor shall submit all regulatory documents as part of its Solid Waste
Hauling Plan in its Contract.
3.18.3. Renewal of these documents shall be provided to OC San upon issuance and
shall be available at the site.
3.18.4. The Contractor shall demonstrate compliance with all federal, state, and local
regulatory standards (see Section 7 Deliverables).
3.18.5. Contractor shall include cost for permits and any incidentals in cost to haul to
all facilities listed on the Bid Price Form, Exhibit B. Use of these alternative
locations will typically be on an emergency basis, so costs may be higher than
routine hauls.
3.18.6. Contractor shall submit copies of all reports submitted by the Contractor to
regulators and any other reports required by OC San in accordance with
Section 7 Deliverables.
3.18.7. Contractor shall notify OC San of any regulatory changes affecting hauling as
soon as possible. The notification shall include how the changes impact hauling
and the Contractor’s plan for addressing the changes. Contractor shall provide
a copy of any regulatory requirement changes, reports, and correspondence as
described in Section 7 Deliverables.
3.18.8. The Contractor shall report any violations or investigations to the appropriate
authority immediately, as well as to OC San, within 24-hours with a follow-up
incident report as referenced in Section 7 Deliverables.
3.18.9. Contractor shall maintain, document, and copy OC San on all compliance and
any non-compliances with all federal, state, and local regulations. OC San
reserves the right to contact the Contractor’s regulators.
3.18.10. OC San may require additional supplemental reports, data, plans, or proof of
compliance as needed.
3.19. Contractor Performance
3.19.1. OC San reserves the right to withhold loads for any reason, including but not
limited to:
3.19.1.1 Contractor not meeting any elements of the SOW or Contract
requirements.
3.19.1.2 Contractor not adequately addressing neighbor complaints, potential
onsite nuisances, or any other concern documented in an inspection.
EXHIBIT A Page 15 of 21 Specification No. S-2024-647BD
3.19.1.3 Contractor not conforming to the SWCR document (Appendix B). OC
San periodically updates and reissues this document to Contractor.
3.19.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any one of
the requirements, which are the responsibility of the Contractor to ensure
conformance.
3.19.1.5 Repeated issues with performance can be grounds for termination of the
Contract.
3.20. Back Charge
3.20.1. Contractor shall reimburse OC San for any costs, fines, and/or corrective actions
taken due to Contractor’s non-performance. This may include costs incurred by
OC San due to failure of the Contractor to accept and remove the agreed upon
volume of solids from the plants, onsite truck leaks, or due to releases (spills). OC
San reserves the right to offset any funds paid out on behalf of the Contractor
from invoiced amounts payable to the Contractor.
3.20.2. Contractor shall reimburse OC San for any property damage caused by
Contractor or Subcontractors.
3.21. Coordination
Contractor shall participate in OC San-required virtual or in-person meetings to review
performance, issues, upcoming projects, and generally ensure effective
communications coordination between OC San and Contractor at no cost to OC San
(Appendix B).
4. Resources Available
OC San will provide all the necessary infrastructure and ancillary equipment for solids loading
conducted at Plant No. 1 and Plant No. 2. Contractor is otherwise responsible for all equipment,
instrumentation, and supplies and all associated costs required for receiving, handling, and
hauling solids. Contractor is responsible for providing personal protective equipment for its work
force. The safety equipment shall meet or exceed OC San’s safety standards. Office facilities for
Contractor’s workforce are the responsibility of Contractor. Conference call meetings involving dial-
in services are the responsibility of Contractor.
In close coordination with assigned OC San staff, the Contractor is responsible for requesting
from OC San the needed information necessary for performing their contractual obligation. OC
San will provide all available information to assist the Contractor in performing the work elements
as described above.
Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that
pertain to work performed under the terms of this Agreement will be paid by Contractor.
5. Project Schedule
Milestones/Timeline Deadline
(Days from Notice to Proceed Date)
Kick-Off Meeting 5 working days after Notice to Proceed
Transition Implementation Plan 15 working days after kick-off meeting
Transition Period Onboarding
(if new Contractor(s)) June 23, 2025 through June 30, 2025
EXHIBIT A Page 16 of 21 Specification No. S-2024-647BD
First day of the Contract Performance July 1, 2025
Transition Period Exiting
(if new Contractor(s)) Final Week of Contract
Work and meetings involving OC San staff shall take place Monday through Thursday, between
the hours of 7:00 A.M. to 3:00 P.M.
6. Project Management
Project management includes Contractor’s attendance at a kick-off meeting, Contractor Safety
Orientation (CSO), and any other pertinent compliance meeting (upon OC San’s request).
Contractor shall also be responsible for notifying any regulatory agencies and OC San of permit
conditions, non-compliance (violation) events, etc. to the OCHCA, SARWQCB, and/or SWRCB,
upon approval by OC San.
At the kick-off meeting, Contractor shall provide a list of personnel that will be hauling solids and
the key personnel not limited to dispatcher and management team. Contractor shall not reassign
the key project personnel without prior approval of OC San. However, OC San may request
reassignment of any of Contractor’s personnel, based on the adequacy of performance.
Prior to commencement of work, OC San staff will meet with the Contractor to establish
appropriate contacts and to familiarize with the operations and relevant matters. This meeting
must be held at OC San’s offices or as determined by OC San.
Continuous performance monitoring will be performed by OC San.
The Contractor shall issue a point of contact for coordination purposes as well as an
organizational chart for escalated matters.
6.1. Project Kick-Off Meeting
Within five (5) business days of receiving the Notice-to-Proceed, Contractor shall
schedule, attend, and lead a project kick-off meeting with OC San’s Environmental
Services staff at OC San’s Administrative Office or through an alternative method as
directed by OC San. The Contractor shall be available to attend follow-up meetings
and/or conference calls as deemed necessary by OC San.
7. Deliverables
7.1. The Contractor shall provide solid waste hauling services that requires removal or
acceptance of the transportation of solid waste from OC San’s Reclamation Plants 1
or 2 or both, for quantities as determined and directed by OC San as described above.
7.2. The Contractor shall submit a Solid Waste Hauling Plan as part of the submittal
package to demonstrate conformance with Appendix B.
7.3. The Contractor shall submit the following information to the OC San Project Manager
at least 30-days prior to proceeding with the work under this Contract:
• The Training Checklist for hauling that ensures the Contractor’s dispatcher has
trained staff on OC San requirements at least 30-days prior to the commencement
of work.
• A list of driver names and trailer numbers that will be used to haul the material.
• OC San New Driver and New Trailer Approval forms completed and submitted by
the hauling dispatcher (Appendix B).
EXHIBIT A Page 17 of 21 Specification No. S-2024-647BD
• Certificate of Reported Compliance for any fleet hauling material, including
subcontractors, as required per the Heavy-Duty Inspection and Maintenance (HD
I/M) Regulation.
• Proof of fleet compliance with the Truck and Bus Regulation.
7.4. SWCR Updates: The Contractor shall meet requirements for reporting in the current
version of the SWCR (Appendix B), which is updated periodically. Contractor will be
notified and updated when new versions are made available. The Contractor shall
download and conform to future updates.
7.5. Contractor Notifications and Incident Reports to OC San.
In conformance with the requirements set forth above and the requirements in the
SWCR (Appendix B), the Contractor shall notify OC San of the following and provide
a corresponding incident report within 48-hours:
7.5.1. Within 30 minutes of any traffic incident or solid waste released during
transportation, Contractor shall notify OC San’s 24-hour Control Center (714-593-
7025).
7.5.2. Within 24 hours of any:
• Incident of non-compliance including notices of violation.
• Complaint received.
• Public or media questions received.
• Regulatory inspection.
• Verbal notification from regulator that an Area of Concern, Violation, or other
notice of regulatory non-compliance may be received in the future.
• Receipt of regulatory non-compliance or Areas of Concern or any other
action taken by an enforcement agency regarding non-compliance with
permit provisions or general applicable regulatory standards (provide OC
San a copy of the regulatory document with notification).
• Discovery of a regulatory non-compliance for which the Contractor shall be
notifying the regulatory agency.
• Accidents or health and safety incidents related to solid waste hauling,
processing, or marketing/reuse.
• Product batches that do not meet specifications.
• Regulatory-defined “Special Occurrences” on-site.
• Regulatory inspection report received.
• Critical equipment breakdowns and corrective and preventive actions.
• Significant changes (including temporary and interim changes) to processes,
input, outputs, and markets.
7.5.3. Incident reports shall include the information regarding the incident, which
regulatory requirements are impacted (if any), regulatory notifications made (if
any), the Contractor’s response, root cause analysis, detailed corrective and
preventive actions, and pictures when appropriate. The Contractor shall take
corrective and preventive actions to address root causes.
7.5.4. The Contractor shall notify OC San of any operational interruptions and/or
maintenance shutdowns by Wednesday of the preceding week in order for OC
San to properly schedule loads for the week of the shutdown.
7.5.5. In the event of any process interruption after the solid waste is received at the
disposal sites, Contractor shall notify OC San as soon as possible, but within 24
hours. OC San will likely discontinue loads until the process is restored.
7.5.6. In response to OC San inspection findings, the Contractor shall provide OC San
within five (5) business days a written incident report including root cause analysis
and detailed corrective and preventive action plans. The Contractor shall take
corrective and preventive actions to address root causes of OC San findings,
EXHIBIT A Page 18 of 21 Specification No. S-2024-647BD
especially when issues could result in nuisance complaints or compliance
concerns.
8. Safety & Hazardous Materials
Safety is the top priority at OC San. The Contractor shall attend a CSO meeting prior to the start
of work. The CSO is an OC San safety orientation conducted between OC San’s Risk
Management Division (safety and health) and the Contractor. Participation in this instruction is
mandatory. This orientation does not replace any safety measures described in the Request for
Proposals. Consultant shall include in its proposal at least one-hour dedicated to safety
onboarding prior to conducting any work. The Contractor and any Subcontractor shall follow all
state, federal, and local safety standards. Failure to do so could result in removal and permanent
suspension from OC San’s property.
In addition, the Contractor shall follow all OC San and management facility safety guidelines
established for guests, contractors, and vendors at the time this Agreement is executed. In
addition, OC San will have the right to modify the way the training is delivered if it is not able to
be done in person due to extraordinary circumstances such as COVID-19, including but not limited
to recorded or live virtual training. Please review the latest OC San, Centers for Disease Control
and Prevention (CDC), California Department of Public Health (CDPH), and Orange County
Health Care Agency (OCHCA) COVID-19 guidelines in order to be informed on the most current
safety requirements.
OC San reserves the right to stop work at no cost to OC San if there is an imminent safety hazard
caused by the Contractor or any of its Subcontractor(s). If work is stopped due to imminent safety
hazards caused by the Contractor, no stand-by pay will be paid by OC San.
The Contractor and its employees shall comply with OC San’s safety policies, including, but not
limited to, wearing protective gear while in the plant industrial areas. Protective gear includes
protective footwear comprised of non-skid soles with leather uppers and toe protection, protective
eye wear, ear protection, and safety hard hats. OC San safety policies are available from OC San
Safety Manager or his designated staff. Lack of safety equipment or failure to use safety
equipment may be cause for termination of the contract.
Be advised that confined spaces and hazardous atmosphere exist in OC San facilities. The
Contractor shall designate an individual to receive hazard awareness training from OC San. This
designated individual shall then train the Contractor staff on the hazards that exist at OC San.
The Contractor shall comply with OSHA, state, federal and local safety laws.
The Contractor shall provide a list of contacts and their duties for OC San staff including
emergency contact information. The Contractor shall provide their spill response plan to OC San
prior to start of contract period.
A meeting with personnel from OC San’s Risk Management/Safety/Security Division will be
required before work can begin on this contract. OC San Safety & Health Supervisor can be
contacted through OC San Human Resources Department.
8.1. Job Hazard Analysis
The Contractor shall develop and maintain a Site-Specific Safety Program for the
worksite, in accordance with OC San Construction Safety Standards. The Plan shall
EXHIBIT A Page 19 of 21 Specification No. S-2024-647BD
include a description of the work to be performed, highlighting the hazard analysis for
each general site condition(s) and specific work task(s), as follows:
• Identification of the Contractor’s management, supervision, competent, and
qualified persons.
• Identification of precautions to be implemented.
• Decision logic for the utilization of personal protective equipment.
• Site access control, including security measures.
• Emergency response plan.
• Incident reporting methodology.
• Safety Data Sheet inventory list; all Cal/OSHA recognized carcinogens or
reproductive hazardous materials shall be denoted and highlighted on the
inventory list.
• Training and certification documentation.
• Communication methodology.
• The Drug Free Workplace program if not included in the Injury and Illness
Prevention Program.
• Measures to mitigate public exposure to hazards as applicable.
• The Contractor shall submit its Site-Specific Safety Program to OC San for review
no later than 15 days after the effective date of the Notice to Proceed and prior to
commencing work.
8.2. Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid
and caustic soda and the potential presence of hazardous gases in and around the
plants.
8.3. There are various alarm systems installed to alert employees of possible hazardous
conditions. The Contractor shall instruct its employees of these dangers and that they
shall evacuate the area, including tunnels, immediately should an emergency situation
occur.
8.4. Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous
Areas both inside and to a distance of five (5) feet beyond all the exterior walls and
roof, and to a distance of 10 feet beyond all existing gas handling equipment.
8.5. Contractor shall take all necessary safety precautions required to meet all safety
requirements for work in areas as designated above, at no additional cost to OC San.
8.6. Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division
2 areas.
8.7. All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety
glasses, and appropriate protective equipment while on OC San plant sites.
8.8. Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The
4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide, and lower
explosive limits.
8.9. Contractor is responsible for every aspect of health and safety on the worksite,
including the health and safety of Subcontractors, suppliers, and other persons on the
worksite.
8.10. Contractor shall notify OC San Project Manager of near misses or injuries within 24
hours. Contractor shall transmit to the OC San Project Manager written investigations
of accidents and injuries encountered during work within five (5) business days.
9. Contract Management
Invoices: The Contractor shall generate a separate invoice for each plant after the end of each
month for each of the previous month’s loads hauled from OC San as back-up for the electronic
EXHIBIT A Page 20 of 21 Specification No. S-2024-647BD
invoice. Monthly billing invoices shall match tonnages contained in OC San’s records, unless an
alternative method is approved by OC San. The invoices shall be emailed to the OC San Project
Manager, key personnel, and OC San Accounts Payable (APStaff@ocsan.gov). The invoice shall
include the following documentation:
• Date
• Trailer identification number
• OC San weight ticket number
• Net wet tons contained in each trailer
• Total daily tons hauled to the facility(ies) from OC San
• Total monthly tons hauled to the facility(ies) from OC San
• Total number of loads hauled to the facility(ies) from OC San
OC San reserves the right to withhold payment if incomplete or incorrect information is provided
with invoices or monthly reports.
10. Staff Assistance
The Contractor shall be assigned a single point of contact on this project. Any meetings and/or
correspondence related to this project shall be scheduled and approved by the Project Manager.
11. Safety and Health Requirements
The Contractor and any Subcontractors shall comply with all applicable provisions of the OC San
CSO, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent.
11.1. Injury and Illness Prevention Program
The Contractor shall submit a copy of their written Injury and Illness Prevention
Program (IIPP). The IIPP must address responsibility, compliance,
communication, hazard assessment, incident investigation, hazard correction, and
training as required by Title 8, California Code of Regulations, Section 3203.
11.2. Contractor Safety Orientation
The Contractor shall attend a CSO meeting prior to the start of work. The CSO is
a Sanitation District safety orientation conducted between the Risk Management
Division (safety and health) and the Contractor. The CSO is conducted once per
year or as job conditions or SOW changes. The Contractor shall participate in
these meetings by providing work plans and other requested safety deliverables
described below. The Contractor shall sign the Job Safety Analysis (JSA)
documentation.
11.3. Job Safety Analysis
The Contractor shall prepare JSA for work tasks completed by the Contractor. The
JSA is a procedure where each basic step of the work task has identified hazards
and recommended controls for the safest way to complete the work task.
EXHIBIT A Page 21 of 21 Specification No. S-2024-647BD
11.4. Personal Protective Equipment
Contractor shall wear Level D personal protective equipment (PPE), which
includes hard-toe work boots, safety glasses, hard hats, high-visibility safety vests,
long pants, sleeved shirts, gloves, and hearing protection (as needed). All work
performed in the wastewater treatment plant requires a calibrated 4-gas monitor
(CO, H2S, LEL, O2). However, this is not required as long as drivers stay in cab
while in truck loading bays and tarping shall only be performed outside the truck
loading bays.
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4071 Agenda Date:3/5/2025 Agenda Item No:13.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
PROCUREMENT PROCESS,BIDS VS.RFPS,SOLE SOURCE CONTRACTS VS.COMPETITIVE
CONTRACTS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
Each month, staff provides an informational presentation on topics of interest to the Board of
Directors. This month’s topic: Procurement Process, Bids vs. RFPs, Sole Source Contracts vs.
Competitive Contracts.
RELEVANT STANDARDS
·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:
·Presentation
Orange County Sanitation District Printed on 2/26/2025Page 1 of 1
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2/25/2025
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Purchasing, Contracts, and
Materials Management
Division Overview
Presented By: Kevin Work
Purchasing and Contracts Manager
Operations Committee
March 5, 2025
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Mission Statement
“Provide goods, services, and information with the commitment to achieving the highest ethical, economic, and progressive standards
possible.”
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Team
Purchasing and
Contracts
Manager
Contracts Purchasing Materials
Management
•Public Works
Construction
•Architectural
Agreements
•Construction support
•Planning Studies
•Equipment
•Services
•Consulting Services
•Supplies
•Maintenance
•IT support
•Receiving
•Inventory control
•Deliveries
•Shipping
•Property Disposal
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Materials Management
Materials Management
Shipping and
receiving
Stocking and distribution
Inventory control
DisposalUniform
management
Tool crib
Quality control
•6,866 inventory items
•$10.5+M of inventory
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Contracts
Public Works Construction
Professional Services
Contract Administration
Template Updates
14 construction contracts awarded last year
$37M awarded last year
$1.4B in active administration
Continually updated to reflect evolving
practices and updated regulations
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Purchasing
42+
$120M
6K+
Annual solicitations
Annual PO value
POs issued annually
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Rules and Regulations
•State Law
•Public Contract Code
•Mini-Brooks Act
•CA Government Code
•Federal and State Grant
Requirements
•OC San Policies
•Ordinance No. OC SAN-61
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Purchasing Approval Thresholds
•Ordinance No. OC SAN-61
Sufficient Budget Available and Authorized
General Manager up to $150K
Standing Committees up to $250K
Board Approval if over $250K
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Procurement Methods
Public Works
Construction
Construction, erection, or alteration of
any type of structure, building, or
improvement.
•Publicly advertised competitive solicitation if work is over $35,000
•Awarded to lowest Responsive & Responsible Bidder
•No contract negotiations
Request for Proposals/ Qualifications
Services provided by professionals
that involve specialized judgement,
skill, and expertise.
•Competitive solicitation if service is
over $25,000
•Award is based on Best Value
•Contract negotiations may occur
Goods and Services
Bids
Fixed, movable, disposable, and/orreusable products, equipment,materials, or supplies; orfurnishing of materials, labor, time,or effort by a Contractor.
•Competitive solicitation if goods or services are over $25,000
•Awarded to lowest Responsive & Responsible bidder
•No contract negotiations
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Exemptions
Emergency
Purchases that are required to prevent immediate interruption or cessation of necessary services or to safeguard life, property, or the public health and welfare
Sole Source
Goods and/or servicesare:1) Of a unique nature based on the quality, durability, availability, fitness or qualifications for a particular use; or
2) Only available from one source
•General Manager or designee determines the urgent need or sole source
•Awarded through negotiated procurement
•Board Chairman concurrence if emergency over $150,000
Board ratified at next regular meeting
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Procurement Process
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Threshold Matrix
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Master Contracts
•Request for Qualifications
•Experience
•Capacity
•Specialized expertise
•Current Master Contracts
Individual Task Order
Limit
Current Number of
Contracts
Maximum
DurationType
$500,000153 yearsMaintenance and Repairs
$500,00065 yearsPlanning
$500,000155 yearsProfessional Design
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Developments
Upgrade/Replacement of
eProcurement platform
•Improved functionality
•More efficient process
•Increased transparency and
data
Vendor Outreach
•Created newsletter to highlight current/upcoming opportunities
•Collaborating with other entities and attending outreach events
•Revamping our outreach program
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Questions?
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2024-3827 Agenda Date:3/5/2025 Agenda Item No:14.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
FY 2025-26 ORANGE COUNTY SANITATION DISTRICT BUDGET UPDATE REVENUES AND
RESERVES OVERVIEW
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
Staff will provide an informational presentation on the revenues and reserves of the Orange County
Sanitation District’s Proposed Fiscal Year 2025-26 Budget Update.
The Proposed Budget Update will be presented for adoption at the June 25,2025 Board of Directors
meeting.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Stable rates, no large unforeseen rate increases
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·FY 2025-26 Budget Update Revenue Detail
·Reserve Summary - FY 2024-25
·Presentation
Orange County Sanitation District Printed on 2/26/2025Page 1 of 1
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Orange County Sanitation District
FY 2025-26 Budget Update Revenue Detail
Revenue Summary (in millions)
Category FY 2025-26
Adopted
Revenues:
Service Fees 348.4
Permit User Fees 16.1
Capital Facility Capacity Charge 16.0
Property Taxes 120.1
Interest 17.0
Other Revenue 52.0
Debt Proceeds 0.0
Total Revenue $569.6
The Orange County Sanitation District (OC San) has a variety of revenue sources available for
operating and capital expenses.
The major revenue sources are as follows:
• Service Fees
• Permit User Fees
• Capital Facilities Capacity Charges (CFCC)
• Property Taxes
• Interest
• Other Revenue
• Debt Proceeds
FY2025-26
Service Fees –
User fees are ongoing fees for service paid by customers
connected to the sewer system. A property owner, or user, does
not pay user fees until connected to the sewer system and
receiving services. Once connected, a user is responsible for his
share of the system’s costs, both fixed and variable, in proportion
to his demand on the system. These fees are for both Single
Family Residences (SFR) and Multiple Family Residences
(MFR).
FY 2025-26 will be the third year of the most recent five-year
sewer service fee rate schedule to be approved by the Board.
The SFR rate (the underlying basis for all sewer rates) will
increase by 3.5 percent ($13) to $384 in FY 2025-26. These
rates are still well below the average annual sewer rate currently
being charged throughout the state.
$348.4M
2
FY2025-26
Permit User Fees –
Fees paid by large industrial and commercial properties owners
connected to the sewer system. These fees are for the owner’s
share of the system’s costs, both fixed and variable, in proportion
to his demand on the system.
Since the inception of the Permit User Fee program in 1970,
users of OC San’s system that discharge high volumes or high
strength wastewater are required to obtain a discharge permit
and pay for the full cost of service.
$16.1M
Capital Facilities Capacity Charges (CFCC) –
Capital Facilities Capacity Charge is a one-time, non-
discriminatory charge imposed at the time a building or structure
is newly connected to OC San’s system, directly or indirectly, or
an existing structure or category of use is expanded or
increased. This charge pays for OC San facilities in existence at
the time the charge is imposed, or to pay for new facilities to be
constructed in the future, that are of benefit to the property being
charged.
$16.0M
Property Taxes –
The County is permitted by State law (Proposition 13) to levy
taxes at 1% of full market value (at time of purchase) and can
increase the assessed value no more than 2% per year. OC San
receives a share of the basic levy proportionate to what was
received in the 1976 to 1978 period less $3.5 million, the amount
that represents the State’s permanent annual diversion from
special districts to school districts that began in 1992-93. OC
San’s share of this revenue is dedicated for the payment of debt
service.
$120.1M
Interest –
Interest earnings are generated from the investment of
accumulated reserves consisting of a cash flow/contingency, a
capital improvement, a renewal/replacement, and a self-
insurance reserve.
$17.0M
Other Revenue –
Other revenue includes solids handling and capital assessments
from the Irvine Ranch Water District (IRWD); and O&M sewer
services provided to IRWD, the Santa Ana Watershed Protection
Authority (SAWPA), Capital Improvement Program
reimbursements from OCWD, and the Sunset Beach Sanitary
District.
$52.0M
3
FY2025-26
Debt Proceeds –
Certificates of Participation (COPs) are OC San’s primary
mechanism for financing capital projects. COPs are repayment
obligations based on a lease or installment sale agreement.
COPs are viewed by the State of California as a share in an
installment arrangement where OC San serves as the purchaser.
No new debt issuances are projected in the near-term.
$0.0M
Financing
If it is necessary that OC San utilize debt financing to meet its total obligations and to meet
projected construction schedules, OC San uses long-term borrowing (Certificates of Participation
(COP)) for capital improvements that cannot be financed from current revenue. Before any new
debt is issued, the impact of debt service payments on total annual fixed costs is analyzed. No
new debt issuance is currently being planned.
OC San Maintains its AAA Rating
OC San maintains ratings of “AAA” from Standards and Poor and “AAA” from Fitch. A triple A
rating is the highest obtainable for any governmental agency. To maintain this rating, OC San
adheres to its 2023 Debt Policy and coverage ratios requirements. This Board-adopted policy
serves as the agency’s guide in the management of existing debt and in the issuance of future
debt.
OC San Has Contractual Covenants
OC San has contractual covenants within the existing COP agreements which require minimum
coverage ratios of 1.25. The minimum coverage ratio is the ratio of net annual revenues available
for debt service requirements to total annual debt service requirements for all senior lien COP
debt. The coverage ratio for senior lien COP debt was approved at 5.22 for FY 2025-26.
Orange County Sanitation District
Reserve Summary - FY 2024-25
Orange County Sanitation District (OC San) has a Board of Directors Reserve Policy that sets forth seven
criteria to be used to determine its reserve level. As part of the OC San financial and operating process,
we have developed a Reserve Policy which governs the establishment of our reserve level and the use
of those funds. To ensure an adequate and diverse reserve policy, we have established seven different
criteria. These are not seven different reserves, but seven criteria used to set the total reserve
level. Reserves can only be used with the approval of the Board of Directors. Below is a summary of
the OC San Reserve Criteria.
Reserve Policy Summary
Non-Discretionary
1) Debt Covenants and Other Requirements – Required by OC San bondholders – $61 million
– RESTRICTED
This level is set by various bond covenants. As OC San issues debt, it is required to maintain
certain levels of reserves held specifically for repayment of that debt and cannot be reduced or
used prior to repayment of all outstanding debt issuances.
2) “Dry Period” – Property Tax Payments – 50% of Operating Costs – $119 million
The largest portion of OC San revenues are user fees, approximately $334 million. These fees
are listed on and collected through the County property tax bill. Since we receive payments twice
each year, we hold funds in reserve specifically to pay operating expenses pending receipt of
those payments.
3) “Dry Period” – Property Tax Payments – 100% of August Debt Service Costs – $13 million
The largest portion of OC San revenues are user fees, approximately $325 million. These fees
are listed on and collected through the County property tax bill. Since we receive payments twice
each year, we hold funds in reserve specifically to pay debt service pending the receipt of those
payments.
Discretionary
4) Operating Budget – 10% of the total Operating Budget as a Contingency – $24 million
We hold ten percent of our operating budget as an operating contingency for non-recurring and
unanticipated expenditures.
5) Capital Improvement Budget – 50% of the average 10-year CIP Program – $162 million
OC San currently has a ten-year, $3.2 billion Capital Improvement effort. We hold the equivalent
of 5% of that total as a contingency specifically related to these Capital Improvement Program
efforts.
6) Rehabilitation and Refurbishment – $75 million
In 2002, OC San established a reserve level related to rehabilitation efforts at $50 million based
on the rehabilitation or replacement costs at that time. Although the total costs for rehabilitation
or replacement has increased substantially since 2002 as a result of the move to Full Secondary
Treatment and the Construction of GWRS, this reserve guideline has been increased to $75
million.
7) Catastrophic loss / Self-insurance – $100 million
OC San is Self-Insured for Catastrophic Loss. $100 million of OC San’s total reserves are related
to holding funds for this category. Although OC San now has approximately $14 billion in asset
replacement value and this level has been increased, it is potentially under-funded.
Current FY 2024-25 Reserve Policy Requirement: $554 million
2/24/2025
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FY 2025-26 Budget Update -
Revenues and Reserves
Presented by: Ruth Zintzun
Finance Manager
Operations Committee
March 5, 2025
Four Major Revenue Categories
2
365.3 380.5
153.1 157.6
13.2
31.5
$0
$100
$200
$300
$400
$500
$600
Estimated
FY 24-25
Adopted
FY 25-26
Mil
l
i
o
n
s
Debt Proceeds
Other/Interagency
General Income
Fees and Charges
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2
2/24/2025
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Fees and Charges
3
Service Fees
$348.4M92%
Permit User Fees$16.1M
4%
Capital Facilities Capital Charge
$16.04%
Adopted FY 25-26
General and Other Income
4
Property Taxes
$120.1M64%
Interest
$17.0M9%
Other Revenue
$52.0M27%
Adopted FY 25-26
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4
2/24/2025
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Debt Financing
•No additional “new money” or refunding debt issuance is scheduled for FY 2025-26
•Actively monitor markets for refunding opportunities
•All current debt is scheduled to retire by 2040
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Reserve Policy Summary
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Non-Discretionary Criteria1) Operating Expense – Dry Period $ 119 M2) Debt Service – Dry Period $ 13 M3) Debt Service Requirements $ 61 MSub-Total $ 193 M
Discretionary Criteria
4) Operating Contingencies $ 24 M5) Capital Improvement Program $ 162 M6) Catastrophe Funds $ 100 M7) Replacement/Refurbishment $ 75 MSub-Total $ 361 M
TOTAL $ 554 M
Discretionary
Reserves
$361M
Assets
$14B
Discretionary Reserves
are 2.6% of Assets
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2/24/2025
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Key Meeting Dates
January February March April May June
Budget Assumptions and Calendar
Board
Revenues and
Reserves
Operations
Administration
Expenditures
Operations
Administration
CIP
Operations
Administration
Proposed 2-Year Budget
Operations
AdministrationBoard
Insurance
Administration
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Questions?
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8
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.