HomeMy WebLinkAbout09-03-2025 Operations Committee Meeting Complete Agenda Packet
SPECIAL NOTICE
PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS
Operations Committee Meeting
Wednesday, September 3, 2025
5:00 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: 680 495 767# 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 using *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!
August 27, 2025
NOTICE OF REGULAR MEETING OPERATIONS COMMITTEE
ORANGE COUNTY SANITATION DISTRICT
Wednesday, September 3, 2025 – 5:00 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 Regular 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, September 3, 2025 at 5:00 p.m.
OPERATIONS COMMITTEE MEETING DATE
BOARD MEETING DATE
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
03/04/26 03/25/26
04/01/26 04/22/26
05/06/26 05/27/26
06/03/26 06/24/26
07/01/2026 07/22/2026
AUGUST DARK 08/26/2026
* Meeting will be held on the third Wednesday of the month
ROLL CALL OPERATIONS COMMITTEE
Engineering and Operations & Maintenance
Meeting Date: September 3, 2025 Time: 5:00 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
Regular Meeting Agenda
Wednesday, September 3, 2025 - 5:00 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 Regular Meeting Agenda Wednesday, September 3, 2025
CALL TO ORDER
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.
1.2025-4428APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Operations Committee held July 2,
2025.
Originator:Kelly Lore
Agenda Report
07-02-2025 Operations Committee Meeting Minutes
Attachments:
2.2025-4166ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORTS
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Engineering Program Contract Performance Report for the period
ending June 30, 2025.
Originator:Mike Dorman
Page 1 of 6
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 3, 2025
Agenda Report
Engineering Contract Performance Report Period Ending
6/30/2025
Attachments:
3.2025-4174DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT
PLANT NO. 1, PROJECT NO. FR1-0018
RECOMMENDATION: Recommend to the Board of Directors to:
A. Award a Construction Contract Agreement to Innovative Construction Solutions
for Dewatering Centrifuge Diverter Gate Improvements at Plant No. 1, Project
No. FR1-0018, for a total amount not to exceed $1,289,500; and
B. Approve a contingency of $193,425 (15%).
Originator:Mike Dorman
Agenda Report
Construction Contract Agreement
Attachments:
4.2025-4373PROCUREMENT OF TWO SPARE RETURN SECONDARY SLUDGE
PUMPS AT PLANT NO. 2
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Purchase Order to Flo-Systems, Inc. for the procurement
of two spare Return Secondary Sludge pumps at Plant No. 2, for a total amount
not to exceed $706,855, including applicable sales tax and freight; and
B. Approve a contingency of $141,371 (20%).
Originator:Riaz Moinuddin
Agenda ReportAttachments:
5.2025-4436PROCUREMENT OF ONE SPARE DRIVE UNIT FOR PRIMARY
CLARIFIERS F AND G AT PLANT NO. 2
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Ovivo USA, LLC, for the procurement
of one Ovivo C60LT drive unit for Primary Clarifiers F and G at Plant No. 2, for a
total amount not to exceed $147,933, plus applicable sales tax and freight; and
B. Approve a contingency of $29,587 (20%).
Originator:Riaz Moinuddin
Agenda ReportAttachments:
Page 2 of 6
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 3, 2025
6.2025-4434SOLE SOURCE PURCHASE OF FARO VANTAGE S6 MAX TRACKER
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to FARO Technologies. Inc., to
purchase a FARO Vantage S6 Max tracker for a total amount not to exceed
$199,433, including sales tax and freight; and
B. Approve a contingency of $9,972 (5%).
Originator:Riaz Moinuddin
Agenda ReportAttachments:
7.2025-4435MASTER REIMBURSEMENT AGREEMENT TO THE CITY OF SANTA
ANA FOR MANHOLE FRAME AND COVER ADJUSTMENTS
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the Master Reimbursement Agreement with the City of Santa Ana for
Orange County Sanitation District manhole frame and cover adjustments within
Santa Ana’s Street Rehabilitation Projects, for a term of ten (10) years from the
effective date, in a form approved by General Counsel, for a total not to exceed
amount of $150,000; and
B. Approve a contingency of $15,000 (10%).
Originator:Riaz Moinuddin
Agenda Report
Master Reimbursement Agreement - City of Santa Ana
Attachments:
8.2025-4437QUARTERLY ODOR COMPLAINT REPORT
RECOMMENDATION:
Receive and file the Fiscal Year 2024-25 Fourth Quarter Odor Complaint Report.
Originator:Riaz Moinuddin
Agenda Report
FY 2024-25 4th Qtr Odor Complaints Report Summary
Attachments:
9.2025-4441CEQA SUPPORT SERVICES, PSA2025-004
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Professional Services Agreement with HDR Engineering, Inc. to provide
California Environmental Quality Act (CEQA) Support Services, PSA2025-004, for a
three-year period commencing October 1, 2025, through September 30, 2028, with two
Page 3 of 6
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 3, 2025
one-year renewal options, for annual amount not to exceed $300,000 and a total
contract amount not to exceed $1,500,000.
Originator:Mike Dorman
Agenda Report
Draft Professional Services Agreement
Attachments:
NON-CONSENT:
10.2025-4445SOUTHERN CALIFORNIA EDISON GENERATOR INTERCONNECTION
AGREEMENT FOR PLANT NO. 2
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Generator Interconnection Agreement with Southern California Edison
Company for a period of twenty (20) years from the Effective Date.
Originator:Riaz Moinuddin
Agenda Report
Draft Generator Interconnection Agreement
Attachments:
11.2025-4169COLLECTIONS YARD RELOCATION AND WAREHOUSE DEMOLITION
AT PLANT NO. 2, PROJECT NO. P2-127
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Final Change Order and a construction contingency increase of $546,890
(8.4%) to finalize all costs for the existing Construction Contract with Archico Design
Build, Inc., for Collections Yard Relocation and Warehouse Demolition at Plant No. 2,
Project No. P2-127, for a total contingency amount of $1,196,890 (18.4%).
Originator:Mike Dorman
Agenda Report
Presentation
Attachments:
12.2025-4168ENGINE AND GENERATOR OVERHAULS AT PLANT NOS. 1 AND 2
PHASE 2, CONTRACT NO. J-135C
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a project budget increase of $2,500,000 for Central Generation Engine
Overhauls at Plant Nos. 1 and 2, Project No. J-135, for a new total budget of
$74,700,000;
B. Award a Sole Source Service Contract to Cooper Machinery Services LLC for
Engine and Generator Overhauls at Plant Nos. 1 and 2, Phase 2, Contract No.
Page 4 of 6
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 3, 2025
J-135C, as part of Central Generation Engine Overhauls at Plant Nos. 1 and 2,
Project No. J-135, for a total amount not to exceed $28,642,770; and
C. Approve a contingency of $2,864,277 (10%).
Originator:Mike Dorman
Agenda Report
Sole Source Service Contract
Presentation
Attachments:
13.2025-4171CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2, PROJECT
NO. P2-135
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Chemical Systems
Rehabilitation at Plant No. 2, Project No. P2-135;
B. Award a Construction Contract Agreement to Innovative Construction Solutions
for Chemical Systems Rehabilitation at Plant No. 2, Project No. P2-135, for a
total amount not to exceed $4,439,500; and
C. Approve a contingency of $443,950 (10%).
Originator:Mike Dorman
Agenda Report
Construction Contract Agreement
Presentation
Attachments:
14.2025-4172CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2, PROJECT
NO. P2-135
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a project budget increase of $430,000 for Chemical Systems
Rehabilitation at Plant No. 2, Project No. P2-135, for a new total budget of
$9,860,000;
B. Approve a Professional Construction Services Agreement with Lee & Ro, Inc. to
provide construction support services for Chemical Systems Rehabilitation at
Plant No. 2, Project No. P2-135, for a total amount not to exceed $812,061; and
C. Approve a contingency of $81,206 (10%).
Originator:Mike Dorman
Page 5 of 6
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, September 3, 2025
Agenda Report
P2-135 Professional Construction Services Agreement
Package - Final
Presentation
Attachments:
INFORMATION ITEMS:
15.2025-4456ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL
SERVICES DEPARTMENT UPDATE
RECOMMENDATION:
Information Item.
Originator:Lan Wiborg
Agenda Report
Presentation
Attachments:
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the
Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations,
pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9,
54957 or 54957.6, as noted.
Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c)
employment actions or negotiations with employee representatives; or which are exempt from public disclosure
under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are
not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes
will reflect all required disclosures of information.
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 Regular Meeting of the Operations Committee on October 1,
2025 at 5:00 p.m.
Page 6 of 6
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4428 Agenda Date:9/3/2025 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 July 2, 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:
·July 2, 2025 Operations Committee meeting minutes
Orange County Sanitation District Printed on 8/22/2025Page 1 of 1
powered by Legistar™
Orange County Sanitation District
Minutes for the
OPERATIONS COMMITTEE
Wednesday, July 2, 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, July 2, 2025 at 5:00 p.m.
in the Orange County Sanitation District Headquarters. Board Vice-Chairman Jon Dumitru
led the Pledge of Allegiance.
ROLL CALL AND DECLARATION OF QUORUM:
Assistant Clerk of the Board Jackie Castro declared a quorum present as follows:
PRESENT:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Lisa Landau, Carlos Leon, Tom Lindsey,
Scott Minikus, Jamie Valencia, Janet Nguyen (Alternate) and Art
Perry (Alternate)
ABSENT:Johnathan Ryan Hernandez
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Riaz Moinuddin, Director of Operations and Maintenance; Wally Ritchie, Director
of Finance; Lan Wiborg, Director of Environmental Services; Jackie Castro, Assistant Clerk of
the Board; Mo Abiodun; Scott Ahn; Jon Bradley; Morty Caparas; Tanya Chong; Don Cutler;
Thys DeVries; Martin Dix; Justin Fenton; Al Garcia; Mark Kawamoto; Tom Meregillano; Brad
Moore; Tania Moore; Nick Oswald; Victoria Pilko; Becky Polcyn; Thomas Vu; Kevin Work;
and Sammady Yi were present in the Board Room.
OTHERS PRESENT: Mal Richardson, General Counsel; and Joe Pena were present in the
Board Room.
PUBLIC COMMENTS:
None.
REPORTS:
Chair Burns reported that information regarding OC San’s Trawl and Rig Fishing cruise days
could be found in their bluebooks. He stated that sampling cruises would be offered in
August and September, along with a “Day at the Dock” option for those interested in touring
the vessel without going out to sea. He encouraged those interested to complete the
attached form and to direct any questions to the Clerk of the Board.
Page 1 of 6
OPERATIONS COMMITTEE Minutes July 2, 2025
General Manager Rob Thompson reported that the OC San Administrative Offices will be
closed on Friday, July 4, in observance of Independence Day. He also reminded the
Committee that there will be no meeting in August.
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2025-4356
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Operations Committee held June 4,
2025.
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Tom Lindsey, Scott Minikus, Jamie Valencia,
Janet Nguyen (Alternate) and Art Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez, Lisa Landau and Carlos Leon
ABSTENTIONS:None
2.INDUSTRIAL CONTROL SYSTEM AND IT DATA CENTER
RELOCATION AT PLANT NO. 1, PROJECT NO. P1-138
2025-4063
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Design Services Agreement with Lee + Ro, Inc., to
provide engineering services for Industrial Control System and IT Data Center
Relocation at Plant No. 1, Project No. P1-138, for an amount not to exceed
$2,354,485; and
B. Approve a contingency of $235,449 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Tom Lindsey, Scott Minikus, Jamie Valencia,
Janet Nguyen (Alternate) and Art Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez, Lisa Landau and Carlos Leon
ABSTENTIONS:None
4.ENGINE EXHAUST HEAT RECOVERY BOILER ASSESSMENT,
SPECIFICATION NO. CS-2025-650BD
2025-4315
Page 2 of 6
OPERATIONS COMMITTEE Minutes July 2, 2025
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Consultant Services Agreement with Pond and
Company, Inc. for Engine Exhaust Heat Recovery Boiler Assessment,
Specification No. CS-2025-650BD, for an average annual amount of $399,515
with four (4) optional one-year renewals for a total contract amount not to
exceed $1,598,060;
B. Authorize the General Manager or his designee to amend the Professional
Consultant Services Agreement to move funds from one term to another, as
necessary, due to business needs with the total overall amount over five (5)
years not to exceed $1,598,060; and
C. Approve an annual contingency of $39,952 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Tom Lindsey, Scott Minikus, Jamie Valencia,
Janet Nguyen (Alternate) and Art Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez, Lisa Landau and Carlos Leon
ABSTENTIONS:None
5.PURCHASE OF SPARE PARTS FOR THICKENING AND
DEWATERING CENTRIFUGES FOR PLANT NO. 1
2025-4324
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Sole Source Purchase Order to GEA Mechanical Equipment US, Inc.
for the purchase of spare parts for Thickening and Dewatering centrifuges for
Plant No. 1, for a total amount not to exceed $226,997, including applicable
sales tax and freight; and
B. Approve a contingency of $45,400 (20%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Tom Lindsey, Scott Minikus, Jamie Valencia,
Janet Nguyen (Alternate) and Art Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez, Lisa Landau and Carlos Leon
ABSTENTIONS:None
Page 3 of 6
OPERATIONS COMMITTEE Minutes July 2, 2025
At the request of Director Tom Lindsey Item No. 3 was pulled and heard separately. Director
Lisa Landau arrived at the meeting at 5:04 p.m.
3.TRUCK LOADING BAY ODOR CONTROL IMPROVEMENTS AT
PLANT NO. 2, PROJECT NO. P2-140
2025-4170
Originator: Mike Dorman
Director of Engineering Mike Dorman responded to questions regarding Professional
Design Consulting Services.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Design Services Agreement with CDM Smith, Inc., to
provide engineering services for Truck Loading Bay Odor Control Improvements
at Plant No. 2, Project No. P2-140, for an amount not to exceed $899,800; and
B. Approve a contingency of $89,980 (10%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Scott Minikus,
Jamie Valencia, Janet Nguyen (Alternate) and Art Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez and Carlos Leon
ABSTENTIONS:None
NON-CONSENT:
Director Carlos A. Leon arrived at the meeting at 5:15 p.m.
6.OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 2025-4311
Originator: Mike Dorman
Director of Engineering Mike Dorman provided a brief report of the item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a contingency increase of $153,450 (14%) to the existing Professional
Services Agreement with SEL (formerly known as Schweitzer Engineering
Laboratories, Inc.) for Outfall Low Flow Pump Station, Contract No. J-117B as part of
Ocean Outfall System Rehabilitation, Project No. J-117, for a new total contingency
amount of $263,057 (24%).
Page 4 of 6
OPERATIONS COMMITTEE Minutes July 2, 2025
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Lisa Landau, Carlos Leon, Tom Lindsey,
Scott Minikus, Jamie Valencia, Janet Nguyen (Alternate) and Art
Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez
ABSTENTIONS:None
7.PRIMARY CLARIFIERS F AND G ROTATING MECHANISM
REHABILITATION AT PLANT NO. 2, PROJECT NO. FE23-09,
SPECIFICATION NO. S-2024-612BD
2025-4273
Originator: Mike Dorman
Engineering Supervisor Brad Moore provided a PowerPoint presentation regarding the
Primary Clarifiers F and G Rotating Mechanism Rehabilitation at Plant No. 2, Project
no. FE23-09, Specification No. S-2024-612BD which included the project site, the
project scope, the current condition and additional repairs, repair quantities per
qualifier, construction contract status, and the recommendation.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve a contingency increase of $850,500 (27%) to the existing Services Contract
with Vicon Enterprises, Inc., for Primary Clarifiers F and G Rotating Mechanism
Rehabilitation at Plant No. 2, Project No. FE23-09, Specification No. S-2024-612BD,
for a new total contingency of $1,323,000 (42%).
AYES:Joyce Ahn, Debbie Baker, Pat Burns, Jon Dumitru, Ryan Gallagher,
Stephanie Klopfenstein, Lisa Landau, Carlos Leon, Tom Lindsey,
Scott Minikus, Jamie Valencia, Janet Nguyen (Alternate) and Art
Perry (Alternate)
NOES:None
ABSENT:Johnathan Ryan Hernandez
ABSTENTIONS:None
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
None.
CLOSED SESSION:
None.
Page 5 of 6
OPERATIONS COMMITTEE Minutes July 2, 2025
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 5:24 p.m. to the next Regular Operations
Committee meeting to be held on Wednesday, September 3, 2025 at 5:00 p.m.
Submitted by:
_____________________
Jackie Castro, CMC
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 #:2025-4166 Agenda Date:9/3/2025 Agenda Item No:2.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORTS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Engineering Program Contract Performance Report for the period ending June
30, 2025.
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 June 30,2025.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 June 30, 2025.
MD:lb
Orange County Sanitation District Printed on 8/27/2025Page 1 of 1
powered by Legistar™
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
1
DATE: September 03, 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 June 30, 2025, Orange County Sanitation District (OC San) Engineering Department manages 133 active projects, with project budgeting totaling just over $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 ....................................................................................... 11
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
2
PART 1 – CONSTRUCTION CONTRACTS
Construction Contracts
As shown in the graph below, there are currently 51 active construction contracts totaling just over $1 Billion. 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 June 30, 2025. 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 49 $998,129,431
Active Ops Committee Awarded Construction Contracts 0 $0
Active GM Awarded Construction Contracts 2 $468,760
Closed Board-Awarded Construction Contracts 2 $19,168,653
Closed Committee-Awarded Construction Contracts 0 $0
Closed GM Awarded Construction Contracts 0 $0
$295 Million
Collection Projects
11 Contracts
Plant Projects
40 Contracts
$703 Million
35 Unique Contractors
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
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
Current Quarter
Plant – New 5% 3.82%
Plant – Rehab 8% 6.13%
Collections 10% 9.37%
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
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 54 Professional Design and Related Service Agreements (23 individual firms) with total agreement amount of $272,009,153. 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 June 30, 2025
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
2018 Master Professional Design Service Agreements 13 $2,633,109
2020 Master Agreements for On-Call Planning Studies 4 $1,174,966
2021 Master Professional Design Service Agreements 16 $4,304,130
2024 Master Agreements for On-Call Planning Studies 4 $1,249,850
2024 Master Professional Design Service Agreements 2 $764,939
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 $12,187,068
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
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 June 30, 2025
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 $5,337,782 18% 38 Months 63%
Remaining $24,362,218 82% 22 Months 37%
(1) Assuming two additional 1-year extensions
2022 Supplemental Engineering Services Labor Summary (AECOM)
This Quarter Inception to Date
Labor Hours 5,327 28,088
Full Time Equivalents 11.84 4.93
Labor Costs (no expenses) $1,175,887 $5,233,927
Average Hourly Rate $221 $186
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
8
2022 Supplemental Engineering Services Contract Status (Jacobs)
Total Fees Time
Contract $29,700,000 60 Months (1)
Actuals to Date $21,603,189 73% 38 Months 63%
Remaining $8,096,811 27% 22 Months 37%
(1) Assuming two additional 1-year extensions
2022 Supplemental Engineering Services Labor Summary (Jacobs)
This Quarter Inception to Date
Labor Hours 15,636 123,146
Full Time Equivalents 33 20
Labor Costs (no expenses) $2,899,454 $21,045,251
Average Hourly Rate $184 $186
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
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 $1,856,677 38% 38 Months 63%
Remaining $3,043,323 62% 22 Months 37%
(1) Assuming two additional 1-year extensions
2022 Programming Professional Services Labor Summary (Enterprise Automation)
This Quarter Inception to Date
Labor Hours 2.75 9,848
Full Time Equivalents 0 1.6
Labor Costs (no expenses) $604 $1,856,593
Average Hourly Rate $220 $189
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
10
2022 Programming Professional Services Contract Status
(Rockwell Automation)
Total Fees Time
Contract $4,900,000 60 Months (1)
Actuals to Date $1,912,248 39% 38 Months 63%
Remaining $2,987,752 61% 22 Months 37%
(1) Assuming two additional 1-year extensions
2022 Programming Professional Services Labor Summary (Rockwell Automation)
This Quarter Inception to Date
Labor Hours 1,019 9,893
Full Time Equivalents 2.0 1.5
Labor Costs (no expenses) $200,624 $1,912,248
Average Hourly Rate $197 $193
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
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 expired on April 30, 2025.
Three new sets of contracts (PSA2025) were approved by the Board on March 26, 2025, and expire on April 30, 2028. The status of these contracts is included in the table below.
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 $60,266 $239,734
Diversified Project Services Int'l (DPSI) $300,000 $222,404 $77,596
Geotechnical Testing Services (PSA2022-003)
AESCO $400,000 $343,444 $56,556
Atlas Technical Consultants $400,000 $290,597 $109,404
Koury Engineering and testing, Inc. $400,000 $280,867 $119,133
MTGL, Inc $400,000 $399,618 $382
Surveying Services (PSA2022-002)
D.Woolley & Associates $200,000 $102,833 $97,167
Michael Baker International, Inc. $200,000 $53,602 $146,398
Psomas $200,000 $83,640 $116,360
Stantec Consulting Services, Inc. $200,000 $69,313 $130,687
Coating Inspection Services (PSA2025-001)
Corrpro Companies, Inc. $500,000 $0 $500,000
Diversified Project Services International, Inc. $500,000 $0 $500,000
TKE Engineering, Inc. $500,000 $0 $500,000
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
12
Consultant Contract Limit Total Costs Incurred Remaining
Surveying Services (PSA2022-002)
Michael Baker International, Inc. $500,000 $0 $500,000
Psomas. $500,000 $0 $500,000
Stantec Consulting Services Inc. $500,000 $0 $500,000
D. Woolley & Associates, Inc. $500,000 $0 $500,000
Geotechnical Testing Services (PSA2025-003)
Kleinfelder, Inc. $750,000 $0 $750,000
Barnett Quality Control Services, Inc.
dba NOVA Services, Inc. $750,000 $0 $750,000
Ninyo & Moore Geotechnical & Environmental Sciences Consultants. $750,000 $0 $750,000
Atlas Technical Consultants LLC. $750,000 $0 $750,000
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
13
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.
The table below lists 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 March 01, 2025. 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 $700,000 $128,476 $571,524
Condition Assessment On-Call Contractor Support Services
Jamison Engineering Contractors, Inc $783,470 $128,394 $655,076
Engineering Program
Contract Performance Report
For the Period Ending June 30, 2025
14
APPENDIX
Contractor Award Date
Award Change Orders Current % Spent Original Current Used Remaining
Taft Branch Improvements Big Ben Inc.05/22/2024 $20,458,250 $0 $20,458,250 17.3%10.0%10.0%0.0%10.0%
Los Alamitos Sub-Trunk and Westside
Relief Interceptor Rehabilitation
T.E. Roberts, Inc.12/18/2024 $35,320,572 $0 $35,320,572 0.0%10.0%10.0%0.0%10.0%
Seal Beach Pump Station Replacement Walsh Construction
Company II, LLC
12/14/2023 $97,032,743 $48,259 $97,081,002 15.7%10.0%10.0%0.0%10.0%
Bay Bridge Pump Station Replacement J.F. Shea
Construction, Inc.
02/26/2025 $87,321,000 $0 $87,321,000 0.6%10.0%10.0%0.0%10.0%
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 57.0%10.0%10.0%-2.4%12.4%
MacArthur Force Main Improvements SRK Engineering,
Inc.
07/26/2023 $3,897,000 $0 $3,897,000 98.8%10.0%10.0%0.0%10.0%
Redhill Relief Sewer Relocation at State
Route 55
SRK Engineering,
Inc.
06/22/2022 $2,213,000 $683,317 $2,896,317 84.5%15.0%60.0%30.9%29.1%
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%
Cengen Plant Water Pipe Replacement
at Plant No. 1
Innovative
Construction
Solutions
03/27/2024 $3,385,000 $0 $3,385,000 0.0%10.0%10.0%0.0%10.0%
Trickling Filter Sludge and Scum Pumps
Replacement at Plant No. 1
Garney Pacific, Inc.02/23/2022 $778,000 $23,471 $801,471 98.3%10.0%10.0%3.0%7.0%
Secondary Treatment VFD
Replacements at Plant No. 2
ACS Engineering 03/23/2022 $1,433,000 $0 $1,433,000 10.8%10.0%10.0%0.0%10.0%
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 3.7%10.0%10.0%0.0%10.0%
Cengen Cooling Water Pipe
Replacement at Plant No. 2
Innovative
Construction
Solutions
11/16/2022 $3,487,600 $0 $3,487,600 60.0%10.0%10.0%0.0%10.0%
FE19-03
FE19-08
FE20-02
FE20-04
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contract Amount Contingency
2-49
3-64C
3-67
5-67
7-65
7-68
FE18-13
FE19-01
FE19-02
Contractor Award Date
Award Change Orders Current % Spent Original Current Used Remaining
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contract Amount Contingency
Plant Water Piping Replacement at
Secondary Clarifiers 1-26 at Plant No. 1
T.E. Roberts, Inc.09/25/2024 $1,375,313 $0 $1,375,313 21.8%10.0%10.0%0.0%10.0%
Olive Sub-Trunk Siphon Rehabilitation
at Santa Ana River
MMC, Inc.04/26/2023 $1,944,000 $0 $1,944,000 90.0%10.0%10.0%0.0%10.0%
Liquid Oxygen Tank A Replacement at
Plant No. 2
J.R. Filanc
Construction
Company, Inc.
12/15/2022 $2,608,007 $0 $2,608,007 85.9%10.0%10.0%0.0%10.0%
Newhope-Placentia Sewer Manhole
Replacements
Sancon
Technologies Inc.
12/18/2024 $406,730 $0 $406,730 0.0%20.0%20.0%0.0%20.0%
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%
Liquid Oxygen Tank B Replacement at
Plant No. 2
J.R. Filanc
Construction
Company, Inc.
02/28/2024 $3,098,000 $0 $3,098,000 16.0%10.0%10.0%0.0%10.0%
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%
HVAC Replacements at Plant Nos. 1 and
2
ACCO Engineered
Systems
07/24/2024 $1,698,204 $0 $1,698,204 6.2%10.0%10.0%0.0%10.0%
Power Buildings 7 and 8 HVAC
Replacement at Plant No. 1
Trane U.S. Inc.10/02/2024 $687,708 $0 $687,708 32.1%5.0%5.0%0.0%5.0%
Primary Clarifiers F and G Rotating
Mechanism Rehabilitation at Plant No. 2
Vicon Enterprise 09/25/2024 $3,150,000 $0 $3,150,000 35.2%15.0%42.0%0.0%42.0%
Cengen and 12Kv Service Center
Switchgear Battery System Upgrades at
Plant No. 1
Mass Electric
Construction Co.
11/27/2023 $970,000 $122,461 $1,092,461 90.7%10.0%20.0%12.6%7.4%
Control Center Offices and Day Training
Room Remodeling at Plant No. 1
A2Z Construct Inc.2/20/2024 $348,000 $11,133 $359,153 100.00%10.0%10.0%3.2%6.8%
VFD Replacements at Plant No. 1 ACS Engineering 12/15/2022 $1,214,888 $0 $1,214,888 19.6%10.0%10.0%0.0%10.0%FR1-0011
FE23-01
FE23-06
FE23-08
FE23-09
FR1-0005
FE20-08
FE21-07
FE21-08
FE22-01
FE22-02
FE20-05
FR1-007R
Contractor Award Date
Award Change Orders Current % Spent Original Current Used Remaining
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contract Amount Contingency
Traffic Signal Installation at Ellis Avenue
and Mt. Langley Street Intersection
Asplundh
Construction LLC
10/04/2024 $746,250 $0 $746,250 58.8%10.0%10.0%0.0%10.0%
Back-up Power for Laboratory
Equipment at Plant No. 1
Leed Electric 04/16/2025 $133,000 $0 $133,000 42.0%10.0%10.0%0.0%10.0%
Activated Sludge Clarifier Entry
Improvements at Plant No. 2
Tharsos, Inc.03/21/2024 $1,171,000 $0 $1,171,000 87.6%10.0%10.0%0.0%10.0%
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%
Digester K Dome Repair at Plant No. 2 Structural
Preservation
Systems, LLC
11/20/2024 $876,707 $0 $876,707 1.3%15.0%15.0%0.0%15.0%
Digesters O - T Bridge Repair at Plant
No. 2
Jamison Engineering 12/10/2024 $255,962 $0 $255,962 0.0%10.0%10.0%0.0%10.0%
Warner Avenue Vault Cover
Improvements
Minako America
Corporation
09/17/2024 $977,000 $0 $977,000 7.9%10.0%10.0%0.0%10.0%
Electric Power Distribution System
Improvements
Shimmick
Construction
06/25/2025 $24,352,127 $0 $24,352,127 0.0%10.0%10.0%0.0%10.0%
Outfall Low Flow Pump Station Shimmick
Construction
12/19/2018 $90,200,000 $5,788,916 $95,988,916 96.1%8.0%8.0%6.4%1.6%
Control Room Reconfiguration at Plant
No. 1
Estate Design &
Construction, Inc.
02/05/2025 $1,033,000 $0 $1,033,000 0.0%10.0%10.0%0.0%10.0%
Engine and Generator Overhauls at
Plant No. 1 and 2
Cooper Machinery
Services
07/27/2022 $29,361,029 $3,644,111 $33,005,140 77.3%10.0%18.0%12.4%5.6%
Headworks Rehabilitation at Plant 1 Kiewit Infrastructure
West Co.
03/24/2021 $222,330,000 $5,240,928 $227,570,928 67.2%4.0%8.0%2.4%5.6%
Headquarters Complex at Plant No. 1 Swinerton Builders 05/26/2021 $102,544,973 $6,425,000 $108,969,973 100.0%5.0%6.5%6.3%0.2%
P1-105
P1-128A
FR2-0032
FR2-0033
FRC-0010
J-117B
J-135B
J-98
J-120A
FR1-0020
FR1-0022
FR2-0023
FR2-0026
Contractor Award Date
Award Change Orders Current % Spent Original Current Used Remaining
Table 1 - Active Board-Awarded Construction Contracts
Project/Contract Contract Amount Contingency
Headquarters Complex at Plant No. 1 EIDIM Group, Inc.09/20/2023 $1,580,000 $28,356 $1,608,356 100.0%10.0%10.0%1.8%8.2%
Uninterruptable Power Supply
Improvements at Plant 1
Leed Electric 12/15/2022 $5,765,789 $86,823 $5,852,612 79.7%10.0%10.0%1.5%8.5%
Primary Sedimentation Basins No. 6-31
Reliability Improvements at Plant No. 1
Shimmick
Construction
02/23/2022 $6,275,000 $181,874 $6,456,874 98.6%10.0%10.0%2.9%7.1%
Collections Yard Relocation and
Warehouse Demolition at Plant No. 2
Archico Design
Build, Inc.
09/19/2023 $6,500,000 $201,890 $6,701,890 100.0%10.0%10.0%3.1%6.9%
South Perimeter Wall and Soil
Improvements at Plant No. 2
Ames Construction,
Inc.
03/27/2025 $25,270,000 $0 $25,270,000 13.8%10.0%10.0%0.0%10.0%
Digester P and R Dome Tendon Repair Structural
Preservation
Systems, LLC
09/18/2024 $2,597,864 $0 $2,597,864 59.7%10.0%10.0%0.0%10.0%
A-Side Primary Clarifiers Replacement at
Plant 2
PCL
CONSTRUCTION
INC.
05/26/2021 $111,405,880 $3,677,720 $115,083,600 59.1%6.0%6.0%3.3%2.7%
EPSA Standby Power Generator Control
Upgrades at Plant No. 2
Shimmick
Construction
10/17/2023 $3,500,000 $20,357 $3,520,357 88.0%10.0%10.0%0.6%9.4%
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 64.6%10.0%10.0%0.0%10.0%
HVAC Replacement for Plant 2
Centrifuge Building, Operations
Building, and Bitter Point PS
Trane U.S. Inc.02/26/2025 $2,746,477 $0 $2,746,477 0.0%10.0%10.0%0.0%10.0%
Total $972,930,906 $25,198,505 $998,129,431
SC22-01
SC22-02
P2-127
P2-128A
P2-137A
P2-98A
SC19-06
P1-128A.1
P1-132
P1-133
Contractor Award Date
Award
Total
Contractor Award Date
Remaining
Thickening and Dewatering Facility
Handrail Installation at Plant No. 1
J.R. Flanc
Construction
Company, Inc.
07/30/2024 10.0%
Headworks Phase 3 Cable Replacement
at Plant No. 2
Big Sky Electric 02/22/2023 0.0%
Total
10.0%10.0%0.0%FE21-04 $110,400 $0 $110,400 100.0%
$468,760 $0 $468,760
0.0%0.0%0.0%FR2-0026R $358,360 $0 $358,360 0.0%
Table 3 - Active GM Awarded Construction Contracts
Project/Contract Contract Amount Contingency
Award Change Orders Current % Spent Original Current Used
Current Used RemainingChange Orders Current % Spent Original
Table 2 - Active Operations Committee Awarded Construction Contracts
Project/Contract Contract Amount Contingency
Contractor Award Date Closed Date
Award Change
Orders
Final Original Final Unused
Los Alamitos Trunk Sewer Rehabilitation Steve P. Rados, Inc.05/26/2021 05/20/2025 $17,775,000 $1,025,000 $18,800,000 10.0%10.0%4.2%
Waste Sidestream Pump Station VFD replacements at Plant
No.1
Leed Electric 03/23/2022 04/17/2025 $344,889 $23,764 $368,653 15.0%15.0%8.1%
Total $18,119,889 $1,048,764 $19,168,653
3-64B
FR1-0016
Table 4 - Closed Board-Awarded Construction Contracts
Project/Contract Contract Amount Contingency
Closed Date
Total
Closed Date
Total
No GM-awarded construction contract closed this quarter
Change Orders Final Contract Amount Original Final UnusedOriginal Award
Amount
No Committee-awarded construction contract closed this quarter
Table 6 - Closed GM-Awarded Construction Contracts
Project/Contract Contractor Award Date Contract Amount Contingency
Table 5 - Closed Committee -Awarded Construction Contracts
Project/Contract Contractor Award Date Contract Amount Contingency
Change
Orders
Final Contract
Amount
Original Final UnusedOriginal
Award
Amount
Consultant Award Date
Current
Edinger Pump Station
Replacement
Arcadis U.S., Inc.09/27/2023 10.0%
Santa Ana Trunk Sewer
Rehabilitation
Stantec Consulting
Services Inc.
04/27/2022 10.0%
Taft Branch Improvements Woodard & Curran,
Inc.
07/23/2024 10.0%
Knott - Miller Holder Artesia
Branch Rehabilitation
Dudek 10/24/2023 10.0%
Rehabilitation of Western
Regional Sewers
AECOM Technical
Services, Inc.
01/27/2016 10.0%
Los Alamitos Trunk Sewer
Rehabilitation
AECOM Technical
Services, Inc.
05/26/2021 10.0%
Los Alamitos Sub-Trunk and
Westside Relief Interceptor
Rehabilitation
AECOM Technical
Services, Inc.
02/04/2025 10.0%
Seal Beach Pump Station
Replacement
Lee & Ro, Inc.12/14/2023 10.0%
Bay Bridge Pump Station
Replacement
Arcadis U.S., Inc.03/10/2025 10.0%
Bay Bridge Pump Station
Replacement
Arcadis U.S., Inc.10/25/2017 35.0%
Newport Beach Pump
Station Pressurization
Improvements
Dudek 02/01/2023 10.0%
Fairview Sewer
Rehabilitation
Dudek 07/27/2022 10.0%6-20 PDSA $1,200,000 $0 $1,200,000 74%10.0%0.0%10.0%
5-68 PCSA $124,979 $0 $124,979 52%10.0%0.0%10.0%
10.0%0.0%10.0%
5-67 PDSA $7,137,000 $2,116,140 $9,253,140 92%10.0%
5-67 PCSA $12,143,580 $0 $12,143,580 0%
29.7%5.3%
3-67 PCSA $6,148,000 $0 $6,148,000 21%10.0%0.0%10.0%
3-64C PCSA $1,576,696 $0 $1,576,696 1%0.0%0.0%10.0%
10.0%1.1%8.9%
3-64B PCSA $610,000 $0 $610,000 86%10.0%
3-64 PDSA $17,639,250 $195,850 $17,835,100 63%
0.0%10.0%
3-60 PDSA $1,200,000 $0 $1,200,000 46%10.0%0.0%10.0%
2-49 PCSA $1,108,033 $0 $1,108,033 26%10.0%0.0%10.0%
1-23 PDSA $3,880,000 $0 $3,880,000 93%10.0%0.0%10.0%
11-33 PDSA $3,125,590 $35,180 $3,160,770 51%10.0%1.1%8.9%
Table 7 - Active Engineering Services Agreements
Project/Contract Type Contract Amount Contingency
Award Amendments Current % Spent Original Used Remaining
Consultant Award Date
Current
Table 7 - Active Engineering Services Agreements
Project/Contract Type Contract Amount Contingency
Award Amendments Current % Spent Original Used Remaining
Gisler-Red Hill Interceptor
and Baker Force Main
Rehabilitation
CDM Smith Inc.05/24/2023 10.0%
MacArthur Force Main
Improvements
Michael Baker
International, Inc.
09/11/2023 10.0%
MacArthur Force Main
Improvements
Michael Baker
International, Inc.
05/26/2021 10.0%
Control Center Offices and
Day Training Room
Remodeling at Plant No. 1
AECOM Technical
Services, Inc.
07/24/2017 10%
Outfall Low Flow Pump
Station
SEL Engineering
Services, Inc.
03/27/2019 24.0%
Outfall Low Flow Pump
Station
Brown and Caldwell 12/19/2018 18.5%
Digester Gas Facilities
Rehabilitation
Brown and Caldwell 11/15/2017 89.9%
Project Management
Information System
PMWeb, Inc.06/27/2017 20.0%
Laboratory Replacement at
Plant No. 1
Hazen and Sawyer 02/06/2025
Ocean Outfalls
Rehabilitation
Hazen and Sawyer 04/30/2025
Electrical Power Distribution
System Improvements
Schweitzer
Engineering
Laboratories, Inc
03/25/2020 10.0%
Electrical Power Distribution
System Improvements
Brown and Caldwell 02/26/2020 10.0%J-98 PDSA $2,240,000 $223,806 $2,463,806 100%10.0%10.0%0.0%
J-98 PSA $1,296,878 $0 $1,296,878 36%10.0%0.0%10.0%
0.0%0.0%
J-137 PSA $7,941,723 $0 $7,941,723 0%
J-133 PSA $6,777,839 $0 $6,777,839 0%
0.0%0.0%
J-128 PSA $1,022,500 $200,817 $1,223,317 88%20.0%19.6%0.4%
J-124 PDSA $11,770,000 $10,214,559 $21,984,559 70%10.0%86.8%3.1%
10.0%9.9%14.1%
J-117B PCSA $8,563,913 $1,584,324 $10,148,237 84%10.0%
J-117B PSA $1,096,074 $109,000 $1,205,074 56%
18.5%0.0%
FR1-0007 PSA $48,000 $33,351 $81,351 100%10%3.2%6.8%
7-68 PDSA $500,000 $0 $500,000 100%10.0%0.0%10.0%
10.0%10.0%0.0%
7-68 PCSA $272,002 $0 $272,002 61%10.0%
7-65 PCSA $988,460 $98,846 $1,087,306 68%
0.0%10.0%
Consultant Award Date
Current
Table 7 - Active Engineering Services Agreements
Project/Contract Type Contract Amount Contingency
Award Amendments Current % Spent Original Used Remaining
Headworks Rehabilitation at
Plant 1
SEL Engineering
Services, Inc.
11/08/2023 10.0%
Headworks Rehabilitation at
Plant 1
Carollo Engineers,
Inc
03/24/2021 10.0%
Primary Sedimentation
Basins No. 3-5 Replacement
at Plant No. 1
Black & Veatch
Corporation
04/27/2022 10.0%
Headquarters Complex at
Plant No. 1
HDR Engineering,
Inc.
05/26/2021 15.0%
Headquarters Complex at
Plant No. 1
AECOM Technical
Services, Inc.
04/28/2021 10.0%
Uninterruptable Power
Supply Improvements at
Plant 1
Tetra Tech, Inc.11/09/2023 10.0%
Uninterruptable Power
Supply Improvements at
Plant 1
Tetra Tech, Inc.11/20/2019 10.0%
Primary Sedimentation
Basins No. 6-31 Reliability
Improvements at Plant No. 1
Carollo Engineers,
Inc
03/23/2022 10.0%
South Perimeter Security
and Utility Improvements at
Plant No.1
HDR Engineering,
Inc.
07/28/2021 10.0%
Support Buildings Seismic
Improvements at Plant No. 1
Simpson, Gumpertz,
and Heger
07/27/2022 10.0%
Activated Sludge-1
Rehabilitation at Plant No. 1
HDR Engineering,
Inc.
12/15/2022 10.0%
Return Activated Sludge
Piping Replacement at Plant
2
Spec Services, Inc.09/25/2019 10.0%P2-123 PCSA $252,329 $25,233 $277,562 100%10.0%10.0%0.0%
P1-140 PDSA $18,462,443 $529,377 $18,991,820 54%10.0%2.9%7.1%
10.0%0.0%10.0%
P1-137 PDSA $1,900,000 $151,537 $2,051,537 90%10.0%
P1-134 PCSA $235,000 $0 $235,000 59%
8.0%2.0%
P1-133 PCSA $530,000 $0 $530,000 64%10.0%0.0%10.0%
P1-132 PDSA $784,630 $62,755 $847,385 100%10.0%8.0%2.0%
10.0%4.4%5.6%
P1-132 PCSA $217,830 $0 $217,830 51%10.0%
P1-128A PSA $6,750,000 $299,107 $7,049,107 100%
0.0%10.0%
P1-128A PCSA $4,900,000 $726,720 $5,626,720 97%10.0%14.8%0.2%
P1-126 PDSA $14,163,000 $207,183 $14,370,183 65%10.0%1.5%8.5%
10.0%0.0%10.0%
P1-105 PCSA $16,500,000 $0 $16,500,000 62%10.0%
P1-105 PSA $137,275 $0 $137,275 20%
0.0%10.0%
Consultant Award Date
Current
Table 7 - Active Engineering Services Agreements
Project/Contract Type Contract Amount Contingency
Award Amendments Current % Spent Original Used Remaining
Interim Food Waste
Receiving Facility
Kennedy/Jenks
Consultants, Inc.
09/26/2018 10.0%
Digester Replacement at
Plant No. 2
Brown and Caldwell 07/22/2020 26.0%
South Perimeter Wall and
Soil Improvements at Plant
No. 2
Brown and Caldwell 11/20/2024 10.00%
Chemical Systems
Rehabilitation at Plant No. 2
Lee & Ro, Inc.03/22/2023 10.0%
Activated Sludge Aeration
Basin Rehabilitation at Plant
No. 2
Carollo Engineers,
Inc
10/25/2023 10.0%
Digesters Rehabilitation at
Plant No. 2
CDM Smith Inc.03/23/2022 58.0%
Digester P and R Dome
Tendon Repair
CDM Smith Inc.08/27/2024 10.0%
Operations and
Maintenance Complex at
Plant No. 2.
Stantec Architecture
Inc.
01/25/2023 42.0%
A-Side Primary Clarifiers
Replacement at Plant 2
SEL Engineering
Services, Inc.
05/23/2023 10.00%
A-Side Primary Clarifiers
Replacement at Plant 2
Black & Veatch
Corporation
05/26/2021 10.0%
Progressive Design-Build
Owner Advisor, Program
Managerment and
Professional Engineering
Support Services
Hazen and Sawyer 11/05/2024 10.0%
Collection System Flow
Level Monitoring Study
Woodard & Curran,
Inc.
07/28/2021 10.0%PS20-02 PSA $616,562 $0 $616,562 77%0.0%0.0%10.0%
PDB24-00*PSA $3,737,536 $0 $3,737,536 22%10.0%0.0%10.0%
10.00%0.0%10.0%
P2-98A PCSA $8,400,000 $0 $8,400,000 63%10.0%
P2-98A PSA $97,399 $0 $97,399 42%
0.0%10.0%
P2-138 PDSA $7,914,529 $431,414 $8,345,943 37%10.0%5.5%36.5%
P2-137A PCSA $209,000 $0 $209,000 46%10.0%0.0%10.0%
10.0%3.1%6.9%
P2-137 PDSA $2,700,000 $1,290,938 $3,990,938 75%10.0%
P2-136 PDSA $5,891,599 $180,630 $6,072,229 23%
47.8%10.2%
P2-135 PDSA $862,328 $86,220 $948,548 98%10.0%10.0%0.0%
P2-128A PCSA $2,043,717 $0 $2,043,717 8%10.0%0.0%0.0%
10.0%4.5%5.5%
P2-128 PDSA $39,300,000 $9,602,657 $48,902,657 63%10.0%
P2-124 PDSA $695,000 $31,168 $726,168 100%
24.4%1.6%
Consultant Award Date
Current
Table 7 - Active Engineering Services Agreements
Project/Contract Type Contract Amount Contingency
Award Amendments Current % Spent Original Used Remaining
Urban Runoff Optimization
Study
Michael Baker
International, Inc.
03/22/2023 10.0%
Process Simulation Model
Development for Cen Gen
Facilities
Intelliflux Controls 02/05/2024 10.0%
Digital Asset Management
Study
Black & Veatch
Corporation
05/09/2025 10.0%
Utility Water Planning Study
at Plant Nos. 1 and 2
HDR Engineering,
Inc.
05/15/2025 10.0%
Supercritical Water
Oxidation Demonstration at
Plant No. 1
374Water Systems,
Inc.
12/15/2021 10.0%
EPSA Standby Power
Generator Control Upgrades
at Plant No. 2
SEL Engineering
Services, Inc.
05/22/2025 15.0%
Total
* PDB24-00 Award, Amendments, Current contract amount, and percent spent is for Phase 1 only.
0.0%15.0%
$243,299,783 $28,709,370 $272,009,153
10.0%3.9%6.1%
SC19-06 PSA $118,634 $0 $118,634 7%15.0%
RE21-01 PSA $5,139,000 $201,858 $5,340,858 41%
PS23-05 PSA $670,000 $0 $670,000 0%10.0%0.0%10.0%
PS23-04 PSA $799,917 $0 $799,917 0%10.0%0.0%10.0%
10.0%9.9%0.1%
PS21-07 PSA $150,308 $0 $150,308 44%10.0%
PS21-06 PSA $711,230 $70,700 $781,930 100%
0.0%10.0%
Consultant Award Date Original Task
Order Value
Amendments Current Task
Order Value
% Spent
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 $131,225 $299,837 89%
FE19-02 Cengen Plant Water Pipe Replacement at Plant No. 1 AECOM Technical Services, Inc.07/08/2020 $156,498 $143,378 $299,876 86%
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%
FE20-02 Digester C, D, F, and G Mechanical Rehabilitation at Plant
No. 2
HDR Engineering, Inc.03/02/2021 $188,212 $34,352 $222,564 95%
FE20-04 Cengen Cooling Water Pipe Replacement at Plant No. 2 Dudek 05/18/2021 $240,000 $130,000 $370,000 90%
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 91%
FE20-08 Olive Sub-Trunk Siphon Rehabilitation at Santa Ana River Dudek 06/10/2021 $240,000 $19,867 $259,867 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 91%
FR1-0011 VFD Replacements at Plant No. 1 Black & Veatch Corporation 04/08/2021 $283,000 $17,000 $300,000 83%
Table 8 - Active Task Orders by Master Agreement
Agreement/Project
2018 Master Professional Design Service Agreements
FRC-0009 Bitter Point Trunk Sewer Repair at Bitter Point Pump Station GHD, Inc.06/17/2021 $159,451 $0 $159,451 83%
Subtotal $2,105,268 $547,708 $2,652,976
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 24%
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 $1,101,835 $73,131 $1,174,966
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 84%
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 $226,345 $366,345 66%
FR1-0023 Secondary Treatment Area Cable Replacement at Plant No.
1
Brown and Caldwell 06/28/2024 $338,943 $0 $338,943 54%
FR2-0023 Activated Sludge Clarifier Entry Improvements at Plant No.
2
AECOM Technical Services, Inc.01/13/2022 $120,030 $79,828 $199,858 72%
FR2-0027 Heavy Mechanics Group Office Space Upgrade at Plant No.
2
ProjectLine Technical Services. Inc.09/13/2022 $126,153 $0 $126,153 100%
FR2-0031 Activated Sludge System Scum Rerouting at Plant No. 2 GHD, Inc.06/14/2024 $369,479 ($46,402)$323,077 35%
2021 Master Professional Design Service Agreements
2020 Master Agreements for On-Call Planning Studies
2021 Master Professional Design Service Agreements
FRC-0010 Warner Avenue Vault Cover Improvements Kleinfelder, Inc.11/16/2021 $205,000 $43,128 $248,128 96%
FRC-0014 Magnolia Sewer Manhole Abandonment at Interstate-5 Brown and Caldwell 03/15/2023 $195,055 $0 $195,055 66%
FRC-0017 Valve Replacements and Wet Well Access Improvements at
Slater Pump Station
Dudek 06/14/2024 $281,000 $0 $281,000 65%
FRJ-0003 Interplant Gas Line Blow Off Vault Repairs Dudek 09/08/2022 $165,000 $165,091 $330,091 60%
J-120A Control Room Reconfiguration at Plant No. 1 ProjectLine Technical Services. Inc.12/04/2023 $255,036 $27,672 $282,708 87%
P1-142 Trickling Filter Media Replacement at Plant No. 1 Brown and Caldwell 05/21/2024 $397,030 $87,682 $484,712 52%
P2-127 Collections Yard Relocation and Warehouse Demolition at
Plant No. 2
ProjectLine Technical Services. Inc.08/02/2022 $188,898 $142,938 $331,836 95%
SC19-06 EPSA Standby Power Generator Control Upgrades at Plant
No. 2
Spec Services, Inc.11/03/2021 $241,153 $58,847 $300,000 81%
Subtotal $3,519,001 $785,129 $4,304,130
FE23-05 Primary Clarifier Nos. 6-31 Scum Pump Replacement at
Plant No. 1
Black & Veatch Corporation 06/17/2025 $439,224 $0 $439,224 0%
FRC-0020 College Pump Station Wet Well Rehabilitation HDR Engineering, Inc.01/28/2025 $325,715 $0 $325,715 24%
Subtotal $764,939 $0 $764,939
PS23-01 Fleet Facilities Improvements Study Stantec Consulting Services Inc.09/10/2024 $243,543 $0 $243,543 69%
PS23-03 2025 Outfall Initial Dilution Model Hazen and Sawyer 07/16/2024 $425,232 $0 $425,232 89%
2024 On-Call Planning Studies
2024 Master Professional Design Service Agreements
2021 Master Professional Design Service Agreements
PS23-06 Seismic Resilience Study at Plant No. 2 Brown and Caldwell 10/22/2024 $488,959 $0 $488,959 76%
PS24-02 Bioscrubber Fan and Transformer Failure Root Cause
Analysis Study
Hazen and Sawyer 01/28/2025 $92,116 $0 $92,116 80%
Subtotal $1,249,850 $0 $1,249,850
J-120 Process Control Systems Upgrades ABB, Inc.07/28/2021 $11,818,480 $11,965 $11,830,445 64%
J-120A.1 Control Room Reconfiguration at Plant No. 1 ABB, Inc.09/04/2024 $356,623 $0 $356,623 85%
Subtotal $12,175,103 $11,965 $12,187,068
Total $20,915,996 $1,417,933 $22,333,929
Agreement for Design Installation, Implementation and Maintenance of a Process Control System
CPR Tables 9-12
For Quarter Ending 6/30/2025
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
CPR Tables 9-12
For Quarter Ending 6/30/2025
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
CPR Tables 9-12
For Quarter Ending 6/30/2025
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
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
CPR Tables 9-12
For Quarter Ending 6/30/2025
Table 11 - Small Construction Projects Program Status Report
Project
Number
Project Name Status Allocated
Budget
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 Buillding, 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 $115,469,70
0
Number of Chartered Projects 42
Board Approved Program Budget $125,000,000
Remaining Unallocated Budget $9,530,300
CPR Tables 9-12
For Quarter Ending 6/30/2025
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 #:2025-4174 Agenda Date:9/3/2025 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO.1,PROJECT
NO. FR1-0018
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Award a Construction Contract Agreement to Innovative Construction Solutions for Dewatering
Centrifuge Diverter Gate Improvements at Plant No. 1, Project No. FR1-0018, for a total
amount not to exceed $1,289,500; and
B. Approve a contingency of $193,425 (15%).
BACKGROUND
The Orange County Sanitation District’s (OC San’s)Plant No.1 Thickening and Dewatering (T&D)
Building has three diverter gates installed.One diverter gate per dewatering centrifuge,at the
basement level,to route unthickened solids,and wash water away from the centrifuge cake pump
hopper to a drain during a centrifuge startup and shutdown.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8, award construction contract to
lowest responsive, responsible bidder
·Maintain a proactive asset management program
PROBLEM
During a centrifuge startup,or water flushing cycle,water leaks through the closed diverter gate to
the dewatering cake piston pump below,causing premature wear of the piston.Additionally,
excessive water is being pumped to the biosolids cake silos creating a wetter cake,which impacts
the truck loading process and biosolids handling costs.
Orange County Sanitation District Printed on 8/26/2025Page 1 of 3
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File #:2025-4174 Agenda Date:9/3/2025 Agenda Item No:3.
PROPOSED SOLUTION
Award a construction contract to install three new water-tight diverter gates.The new diverter gates
will be sourced from the same manufacturer that supplied the gates currently in use at Plant No.2.
These have demonstrated superior performance compared to the existing equipment at Plant No. 1.
TIMING CONCERNS
Delaying the project award increases the risk of premature wear or failure of the cake piston pumps.
RAMIFICATIONS OF NOT TAKING ACTION
If no action is taken,there is an increased risk of a cake piston pump failure,which would require the
shutdown of the centrifuge and impact the biosolids handling capacity.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OC San advertised Project No.FR1-0018 for bids on May 27,2025,and received eight sealed bids
on July 8, 2025. A summary of the bid opening follows:
Engineer’s Estimate $ 1,750,000
Bidder Amount of Bid
Innovative Construction Solutions $ 1,289,500
LEED Electric, Inc.$ 1,416,534
MMC $ 1,554,000
GSE Construction Company, Inc.$ 1,697,500
Myer and Sons $ 1,740,000
Tharsos, Inc.$ 1,786,000
Environmental Construction, Inc.$ 1,788,992
Minako $ 3,330,500
The bids were evaluated in accordance with OC San’s policies and procedures.A notice was sent to
all bidders on July 24,2025,informing them of OC San staff’s intent to recommend award of the
Construction Contract to Innovative Construction Solutions.
Staff recommends awarding a Construction Contract to Innovative Construction Solutions,the lowest
responsive and responsible bidder.This project requires modifications to existing equipment,some of
which may only become accessible once work begins,and coordination with ongoing facility
operations.To address potential unexpected conditions or operational delays,staff recommend
including a 15% contingency."
Orange County Sanitation District Printed on 8/26/2025Page 2 of 3
powered by Legistar™
File #:2025-4174 Agenda Date:9/3/2025 Agenda Item No:3.
CEQA
The project is exempt from CEQA,and a Notice of Exemption will be filed with the OC Clerk-
Recorder and State Clearinghouse after the OC San's Board of Directors approval of the Purchase
Order.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This
recommendation would be funded under the Repairs and Maintenance line item for the Operations
and Maintenance Department (Budget FY 2025-26,Page 33)and the available funding is sufficient
for this action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Construction Contract Agreement
SC:lb
Orange County Sanitation District Printed on 8/26/2025Page 3 of 3
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C-CA-050625
PART A
CONTRACT AGREEMENT
C-CA-050625
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 ............................................. 21
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 CALIFORNIA VOLUNTARY PROTECTION PROGRAM
ANNUAL REPORTING REQUIREMENT .............................. 23
SECTION – 24 HUMAN RESOURCES POLICIES ........................................ 23
SECTION – 25 NOTICES .............................................................................. 23
CONFORMED C-CA-050625 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 1 of 25
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FR1-0018
DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1
This CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be
effective, this September 24, 2025, by and between Innovative Construction Solutions,
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-050625 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 2 of 25
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-050625 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 3 of 25
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-050625 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 4 of 25
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. FR1-0018
DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1
CONFORMED C-CA-050625 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 5 of 25
SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. FR1-0018
DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth
in the “Notice to Proceed” sent by OC SAN, unless otherwise specified therein and shall
diligently prosecute the Work to completion within five hundred forty (540) 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 fifteen (15) 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-050625 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 6 of 25
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-050625 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 7 of 25
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 Million Two Hundred Eighty-Nine
Thousand Five Hundred Dollars ($1,289,500) as itemized on the attached Exhibit A.
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements, and General Conditions (including but
C-CA-050625 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 8 of 25
not limited to Sections entitled “Mobilization Payment Requirements” and “Payment
Itemized Breakdown of Contract Lump Sum Prices”), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. 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-050625 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 9 of 25
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-050625 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 10 of 25
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-050625 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 11 of 25
D. Workday:
In the performance of this Contract, not more than eight (8) hours shall constitute a day’s
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the
Labor Code of the State of California and shall forfeit to 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.
E. Registration; Record of Wages; Inspection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
SECTION – 15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OC SAN’s General Counsel – one in the amount of one hundred percent (100%) of
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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
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and property damage. If aggregate limits apply separately to this contract (as
evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least 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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insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the general liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h. If divers will be used, the general liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of automobile
liability insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum 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
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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.
A statement on an insurance certificate will not be accepted in lieu of the actual
additional insured endorsement.
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2. Cancellation and Policy Change Notice.
The CONTRACTOR 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 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
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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
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.
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G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability ACORD Form 25 or other equivalent
certificate of insurance form
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
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SECTION – 17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep 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
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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
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
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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.
SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM ANNUAL
REPORTING REQUIREMENT
If CONTRACTOR will potentially work 1,000 combined hours in a quarter, for the term of the
Contract Agreement, 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 January 20th each calendar year. Failure to provide this data by the
required due date may result in suspension of CONTRACTOR’s 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.
SECTION – 24 HUMAN RESOURCES POLICIES
CONTRACTOR and its Subcontractors shall comply with and ensure their employees adhere to
OC SAN’s Human Resources Policies attached hereto as Exhibit C.
SECTION – 25 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.
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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: Hirad Emadi, President
Innovative Construction Solutions 575 Anton Boulevard, Suite 850 Costa Mesa, CA 92626
msantaularia@icsinc.tv
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Innovative Construction Solutions
575 Anton Boulevard, Suite 850
Costa Mesa, CA 92626
By______________________________ Date _________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 764815 (Expiration Date – 6/30/2027)
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-013025
EXHIBIT A SCHEDULE OF PRICES
C-EXA-013025
TABLE OF CONTENTS
EXHIBIT A SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION ............................................................................. 1
EXA-2 PROGRESS PAYMENTS .................................................................................. 1
EXA-3 RETENTION AND ESCROW ACCOUNTS ........................................................ 1
EXA-4 STOP PAYMENT NOTICE ................................................................................. 3
EXA-5 PAYMENT TO SUBCONTRACTORS ................................................................ 3
EXA-6 PAYMENT OF TAXES ....................................................................................... 3
EXA-7 FINAL PAYMENT ............................................................................................... 4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ... 6
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT ......................... 7
ATTACHMENT 2 – SCHEDULE OF PRICES ................................................................... 8
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EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement – Section 11 – “Contract Price and Method of Payment;”
2. General Conditions – “Payment – General”;
3. General Conditions – “Payment – Applications for Payment”;
4. General Conditions – “Payment – Mobilization Payment Requirements;”
5. General Conditions – “Payment – Itemized Breakdown of Contract Lump Sum Prices”;
6. General Conditions – "Contract Price Adjustments and Payments”;
7. General Conditions – “Suspension of Payments”;
8. General Conditions – “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 authorization by the General Manager of the 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
CONFORMED C-EXA-013025 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 5 of 8
changes, and shall submit the revised application for Final Payment. Upon 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 the date of recordation of the Notice of Completion 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 Notice herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138) within thirty (30) days of receipt of Final Payment.
C-EXA-013025 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 6 of 8
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:
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-013025 PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 7 of 8
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to 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-013025 CONFORMED PROJECT NO. FR1-0018 DEWATERING CENTRIFUGE DIVERTER GATE IMPROVEMENTS AT PLANT NO. 1 Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Innovative Construction Solutions) BF-14 Schedule of Prices, Pages 1-2
$1,182,000
$1,289,500
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4373 Agenda Date:9/3/2025 Agenda Item No:4.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
PROCUREMENT OF TWO SPARE RETURN SECONDARY SLUDGE PUMPS AT PLANT NO. 2
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Sole Source Purchase Order to Flo-Systems, Inc. for the procurement of two spare
Return Secondary Sludge pumps at Plant No. 2, for a total amount not to exceed $706,855,
including applicable sales tax and freight; and
B. Approve a contingency of $141,371 (20%).
BACKGROUND
The Orange County Sanitation District’s (OC San)Trickling Filter/Solids Contact (TF/SC)facility at
Plant No.2 was constructed under Project P2-90 in 2012.The TF/SC facility is rated for a peak flow
of 187mgd.The system includes 12 Return Secondary Sludge (RSS)pumps designed to remove
collected sludge from six trickling filter clarifiers and recirculate it back to the solids contact aeration
basins.Each clarifier is equipped with two RSS pumps.These pumps are exposed to grit and
abrasive materials.Pump failures have the potential to disrupt the clarifier availability and negatively
impact the TF/SC process.
RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Maintain a proactive asset management program
·Comply with environmental permit requirements
·Use all practical and effective means for resource recovery
PROBLEM
The lead time to refurbish and replace the RSS pumps is long.OC San does not have spare
replacement pumps in inventory.Failure of an RSS pump places the readiness and operational
resiliency of the Secondary Clarifier at risk,which has a detrimental impact on the TF/SC process
and presents a risk to GWRS water availability from Plant No. 2.
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File #:2025-4373 Agenda Date:9/3/2025 Agenda Item No:4.
PROPOSED SOLUTION
Approve a Sole Source Purchase Order to procure two Original Equipment Manufacturer (OEM)RSS
pumps as spares,including pump material upgrade and rotor dynamic analysis and certification,from
Flo-Systems,Inc.,to maintain asset reliability,availability,and minimize process downtime or loss of
treatment capacity.
TIMING CONCERNS
Given long lead times and the criticality of these RSS pumps,it is essential to procure and maintain
two spare pumps on-site to ensure operational readiness.
RAMIFICATIONS OF NOT TAKING ACTION
Failure to procure adequate spare pumps may result in a loss of process capacity and increase the
risk impacts to effluent water quality requirements.
PRIOR COMMITTEE/BOARD ACTIONS
August 2019 -Fairbanks Morse was added to the pre-approved OEM sole source list for pumps and
repairs.
ADDITIONAL INFORMATION
The OEM of the RSS pump is Fairbanks Morse.Flo-Systems,Inc.is the OEM’s only authorized
distributor within OC San’s geographical region.A 20%contingency is requested in the event of
pricing changes due to tariffs,delays in placing the order beyond quote availability,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 Update FY 2025-26,Page A-18,Emergency Capital Critical Spares for Plant and
Collections, Plant No. 2 Maintenance) and the budget is sufficient for this action.
Date of Approval Contract Amount Contingency
09/24/2025 $706,855 $141,371 (20%)
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
RM:dh:ls
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4436 Agenda Date:9/3/2025 Agenda Item No:5.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
PROCUREMENT OF ONE SPARE DRIVE UNIT FOR PRIMARY CLARIFIERS F AND G AT PLANT
NO. 2
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Ovivo USA, LLC, for the procurement of one Ovivo
C60LT drive unit for Primary Clarifiers F and G at Plant No. 2, for a total amount not to exceed
$147,933, plus applicable sales tax and freight; and
B. Approve a contingency of $29,587 (20%).
BACKGROUND
The clarifiers at Orange County Sanitation District (OC San)Plant No.2 are divided into three
groups:the A-Side,with four clarifiers,and the B and C-Sides,with five each.These clarifiers were
built from the early 1960s to the 1980’s and have similar drive units.
The final expansion of the Groundwater Replenishment System (GWRS)split the incoming flows at
Plant No.2 into reclaimable and non-reclaimable flow streams.All non-reclaimable flow is processed
through the four A-Side clarifiers,Clarifiers D,E,F and G.Currently,Clarifiers F and G are out of
service while the rotating mechanisms are being rehabilitated under project FE23-09.
The rotating mechanisms and drive units for all fourteen primary basins at Plant No.2 were provided
by EIMCO,which is now Ovivo USA,LLC.These rotating mechanisms and drive units are uniquely
engineered and are not stock parts.
RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Maintain a proactive asset management program
·Meet volume and water quality needs for the GWRS
PROBLEM
Primary Clarifiers at Plant No.2 are critical assets in the mission of OC San.This is particularly trueOrange County Sanitation District Printed on 8/26/2025Page 1 of 3
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File #:2025-4436 Agenda Date:9/3/2025 Agenda Item No:5.
Primary Clarifiers at Plant No.2 are critical assets in the mission of OC San.This is particularly true
of the A-Side clarifiers which must be available to support GWRS.Clarifiers F and G are currently
out of service due to mechanical failure and severe corrosion.While repairs are underway,these
clarifiers remain non-operational,leaving only Clarifiers D and E available to handle the A-side
primary treatment process.The reliable operation of all clarifier drives is essential to maintaining
treatment capacity and process stability.
PROPOSED SOLUTION
Approve a Sole Source Purchase Order to procure one spare clarifier drive unit for the Plant No.2
Primary Clarifiers from Ovivo USA, LLC to maintain asset reliability and minimize process downtime.
TIMING CONCERNS
Given long lead times and criticality of these drives, it is essential to procure a spare drive unit to
ensure operational readiness.
RAMIFICATIONS OF NOT TAKING ACTION
Plant No.2 is currently operating the A-side/non-reclaimable flow stream with only two primary
clarifiers in service and no redundancy.Failure of another clarifier would result in switching to
combined mode,impacting OC San’s commitment to Orange County Water District (OCWD)for
supplying sufficient flow to the GWRS.
PRIOR COMMITTEE/BOARD ACTIONS
February 2025 -Board of Directors approved Ovivo USA,LLC to be added to the OEM sole source
list for all Ovivo parts used in the treatment processes.
ADDITIONAL INFORMATION
A 20%contingency is requested in the event of pricing changes due to tariffs,delays in placing the
order beyond quote availability, 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 Update FY 2025-26,Page A-18,Emergency Capital Critical Spares for Plant and
Collections, Plant No. 2 Maintenance) and the budget is sufficient for this action.
Date of Approval Contract Amount Contingency
09/03/2025 $147,933 $29,587 (20%)
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File #:2025-4436 Agenda Date:9/3/2025 Agenda Item No: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
RM:dh:ls
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4434 Agenda Date:9/3/2025 Agenda Item No:6.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
SOLE SOURCE PURCHASE OF FARO VANTAGE S6 MAX TRACKER
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to FARO Technologies. Inc., to purchase a FARO
Vantage S6 Max tracker for a total amount not to exceed $199,433, including sales tax and freight;
and
B. Approve a contingency of $9,972 (5%).
BACKGROUND
The Reliability Maintenance Group at the Orange County Sanitation District (OC San)ensures that all
assets,equipment,and systems operate reliably and efficiently throughout their service life,directly
supporting operational continuity and infrastructure integrity.
To further enhance these capabilities,the team proposes acquiring the FARO Vantage S6 Max,a
state-of-the-art 3D laser measurement device designed for precise,long-range measurements.This
advanced tool is ideal for complex alignment,equipment condition monitoring,detailed inspections,
and reverse engineering, enabling improved accuracy.
RELEVANT STANDARDS
·24/7/365 treatment plant reliability
·Comply with environmental permit requirements
·Maintain a proactive asset management program
·Operate and maintain facilities to minimize impacts on surrounding communities, including
odor, noise, and lighting
PROBLEM
Current manual measurement methods are labor-intensive and prone to human error.These
limitations can result in inaccurate inspections,overlooked defects,diminished quality control,and
maintenance that is reactive, rather than preventative.
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File #:2025-4434 Agenda Date:9/3/2025 Agenda Item No:6.
PROPOSED SOLUTION
The FARO Vantage S6 Max offers precise and repeatable 3D scanning,providing accurate and
objective data for assessing equipment condition,verifying tolerances,and identifying defects.This
capability facilitates timely maintenance decisions and enhances long-term asset reliability.
TIMING CONCERNS
The precision 3D scanning capability of the FARO Vantage S6 Max will greatly assist in facilitating
accurate installation of complex mechanical equipment currently under construction on several CIP
projects.
RAMIFICATIONS OF NOT TAKING ACTION
Without access to more advanced measurement tools, staff will continue to rely on manual methods
that are more prone to error. While work can still proceed the absence of precision scanning may
reduce the installation accuracy, increase the likelihood of undetected issues, and limit opportunities
for proactive maintenance planning. Over time, this could lead to higher repair costs, greater
downtime, and less efficient resource use.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The FARO tracker provides a unique capability,its exclusive scanning method covers large volumes
with unmatched accuracy,giving precise data to analyze and correct complex equipment in the field
and uses a single, eye-safe Class 1 laser beam for both angle and distance measurements.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of the Sanitation District's Purchasing Ordinance.This
item has been budgeted (Budget Update FY 2025-26,Capital Equipment Budget Detail,Page A-18)
and the budget is sufficient for this action.
Date of Approval Contract Amount Contingency
09/03/2025 $199,433 $9,972 (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
RM:no:ls
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4435 Agenda Date:9/3/2025 Agenda Item No:7.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
MASTER REIMBURSEMENT AGREEMENT TO THE CITY OF SANTA ANA FOR MANHOLE
FRAME AND COVER ADJUSTMENTS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the Master Reimbursement Agreement with the City of Santa Ana for Orange County
Sanitation District manhole frame and cover adjustments within Santa Ana’s Street
Rehabilitation Projects,for a term of ten (10) years from the effective date, in a form approved
by General Counsel, for a total not to exceed amount of $150,000; and
B. Approve a contingency of $15,000 (10%).
BACKGROUND
The City of Santa Ana (City)routinely undertakes street improvement projects to enhance pavement
quality and roadway safety.These projects generally include asphalt resurfacing and related
upgrades within the existing right-of-way.This agreement sets up a ten-year plan to share costs for
adjusting Orange County Sanitation District’s (OC San) manholes during street improvement projects
OC San owns and maintains approximately 441 manholes within the City limits.As part of pavement
resurfacing,these manholes often require elevation adjustments to meet final roadway grade.OC
San is responsible for ensuring proper elevation to maintain both traffic safety and sewer system
accessibility.
Including OC San’s manhole adjustment work within the scope of the City’s project will result in
improved labor and time efficiency and cost-effectiveness,compared to performing the work
separately. Under the agreement, OC San will reimburse the City for the work.
RELEVANT STANDARDS
·Protect OC San assets
·Maintain collaborative and cooperative relationships with regulators, stakeholders, and
neighboring communities
·Maintain a culture of improving efficiency to reduce cost to provide the current service level or
standard
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File #:2025-4435 Agenda Date:9/3/2025 Agenda Item No:7.
PROBLEM
Without a Master Reimbursement Agreement,OC San must negotiate and execute separate
reimbursement agreements for each qualifying City project.This repetitive process is labor-intensive,
time-consuming, and can delay project delivery.
PROPOSED SOLUTION
Enter into a Master Reimbursement Agreement with the City of Santa Ana to standardize
reimbursement terms and streamline the process for each qualifying project.Under the agreement,
OC San will provide manhole frames,cover adjustments,and perform inspections to ensure
construction meets OC San standards.
TIMING CONCERNS
N/A
RAMIFICATIONS OF NOT TAKING ACTION
If OC San takes no action,negotiating reimbursement agreements with the City for each project may
cause delays.Public bidding to perform each project would likely increase costs due to restricted
access to construction and additional street closures impacting the public.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CEQA
The City will be responsible for CEQA compliance for all projects under Santa Ana’s Street
rehabilitation projects.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of the OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 92,Collections Repair &
Maintenance) and the budget is sufficient for this recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Master Reimbursement Agreement
Orange County Sanitation District Printed on 8/27/2025Page 2 of 2
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4437 Agenda Date:9/3/2025 Agenda Item No:8.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
QUARTERLY ODOR COMPLAINT REPORT
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Receive and file the Fiscal Year 2024-25 Fourth Quarter Odor Complaint Report.
BACKGROUND
During the fourth quarter of FY 2024-25, the Orange County Sanitation District (OC San) had the
following attributable odor complaints: Plant No. 1 had zero odor complaints, Plant No. 2 had zero
odor complaints, and the collection system had one odor complaint. A summary of the odor
complaints with a table tracking the history is included as an attachment.
RELEVANT STANDARDS
·Less than 5 odor complaints per year, per event under normal operating conditions for Plant
Nos. 1 and 2
·Operate and maintain facilities to minimize impacts on surrounding communities, including
odor, noise, and lighting
·Less than 12 odor complaints per year, per event for the collection system
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·FY 2024-25 Fourth Quarter Odor Complaint Report
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Orange County Sanitation District
Odor Complaint Report
Fiscal Year 2024/25 – 4th Quarter
1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received no attributable odor complaints during the 4th quarter.
2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received no attributable odor complaints during the 4th quarter. 3. Collections Facilities Odor Complaint Summary The collection system received one attributable odor complaint during the 4th quarter that originated in the City of Garden Grove. The odor complaint was due to the pressurization and sewer ventilation of foul odors escaping through the manhole cover in front of the resident’s home. The manhole cover has been sealed to reduce sewer odor and prevent further complaints. All complaints are validated, when possible, to rule out non-OC San-related odor sources such as storm drains or flood control channels.
All Odor Complaints Tracking
Apr. 2025 to Jun. 2025 1st Qtr FY 24/25
2nd Qtr FY 24/25
3rd Qtr FY 24/25
4th Qtr FY 24/25
Cumulative FY 24/25
All Public Complaints Collections P1 P2 Total Total Total Total Total
Attributable to OC San 1 0 0 9 8 2 1 20
Not Attributable to OC San 4 2 4 5 12 15 10 42
Total Public Complaints Received: 5 2 4 14 20 17 11 62
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4441 Agenda Date:9/3/2025 Agenda Item No:9.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
CEQA SUPPORT SERVICES, PSA2025-004
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Professional Services Agreement with HDR Engineering,Inc.to provide California
Environmental Quality Act (CEQA)Support Services,PSA2025-004,for a three-year period
commencing October 1,2025,through September 30,2028,with two one-year renewal options,for
annual amount not to exceed $300,000 and a total contract amount not to exceed $1,500,000.
BACKGROUND
The Orange County Sanitation District (OC San)implements a Capital Improvement Program (CIP)
which is required to comply with CEQA.This is currently implemented on a project-by-project basis
with the necessary supporting professional services provided by each projects’ team.
RELEVANT STANDARDS
•Meet CEQA and National Environmental Policy Act (NEPA) standards
•Ensure the public’s money is wisely spent
•Comply with California Government Code §4526: Select the “best qualified firm” and
“negotiate fair and equitable fees”
PROBLEM
The current method for implementing CEQA is decentralized -each project utilizes an environmental
specialist consultant to determine and implement associated requirements.Accordingly,OC San
works with many consultants for these services,and it is challenging to maintain consistency.This
method of implementation is less efficient and more cumbersome to manage across the program.
PROPOSED SOLUTION
Approve a Professional Services Agreement to provide on-call CEQA support services for up to a five
-year period ending in September 2030.
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File #:2025-4441 Agenda Date:9/3/2025 Agenda Item No:9.
TIMING CONCERNS
Delaying the new agreement will prevent the transition to a more efficient use of staff time and
resources when implementing aspects of CEQA such as construction mitigation measures.
RAMIFICATIONS OF NOT TAKING ACTION
OC San will continue to implement CEQA support services in a decentralized manner,utilizing OC
San resources less efficiently.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
On February 20,2025,OC San issued a Request for Proposals (RFP)to procure the work and
services outlined in the Project’s scope of work.The RFP was publicly advertised in the Orange
County Register and an electronic notification was sent to multiple professional firms through OC
San’s Vendor Portal in PlanetBids.
Eleven proposals were received on April 9,2025.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 the following OC San staff:one Engineering Manager,one Engineering
Supervisor,and one Principal Staff Analyst.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.
CRITERION WEIGHT
Project Understanding and Approach 35%
Related Project Experience 30%
Project Team and Staff Qualifications 35%
The Evaluation Team scored the proposals on the established criteria as summarized in the table
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File #:2025-4441 Agenda Date:9/3/2025 Agenda Item No:9.
The Evaluation Team scored the proposals on the established criteria as summarized in the table
below:
Proposer Project
Understanding
and Approach
(Max. 35 Points)
Related
Project
Experience
(Max. 30
Points)
Project Team
and Staff
Qualifications
(Max. 35 Points)
Total Score
(Max. 100
Points)
HDR Engineering, Inc.30 25 32 87
Rincon Consultants, Inc.27 23 26 76
Environmental Science
Associates
25 24 26 75
Michael Baker International,
Inc.
26 22 26 74
UES Professional Solutions,
Inc.
21 20 23 64
WSP USA, Inc.21 19 22 62
Chambers Group, Inc.20 18 21 59
Dudek 20 17 22 59
Tetra Tech, Inc.19 16 19 54
ECORP Consulting, Inc.15 18 20 53
A proposal was received from UltraSystems Environmental,Inc.(UltraSystems),however it was
rejected as non-responsive because it did not conform to the RFP requirements, specifically:
·Section VIII.Evaluation Procedures of the RFP states “Proposals submitted without required
documents may be considered non-responsive and may be rejected.”
·Section II.C.Submittal of Proposals of the RFP states,“Proposals and/or revisions to
Proposals submitted after the date and time indicated above will not be accepted by OC SAN.”
UltraSystems omitted the Technical Proposal as required by Section V.Technical Proposal,including
Understanding and Approach,Related Project Experience,and Project Team and Staff Qualifications.
On May 2, 2025, OC San issued a proposal rejection to UltraSystems, based on the above.
Based on this scoring,staff recommends approval of an agreement to HDR Engineering,Inc.They
had a strong understanding of the types of tasks this contract will be used for and a clear plan for
executing the work.The proposed team was another strong point with an experienced contract
manager and technical team that covered all necessary disciplines.
Review of Fee Proposal and Negotiations:
Beginning on May 27,2025,the Evaluation Team reviewed HDR Engineering,Inc.’s requested
exceptions to the Professional Services Agreement.The rates were reviewed for general
conformance and found to be acceptable,and all contractual terms were successfully negotiated.Orange County Sanitation District Printed on 8/26/2025Page 3 of 4
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File #:2025-4441 Agenda Date:9/3/2025 Agenda Item No:9.
conformance and found to be acceptable,and all contractual terms were successfully negotiated.
Staff recommends approval of the agreement to HDR Engineering, Inc.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs
are contained within the approved CIP project budget 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 Agreement
JF:op
Orange County Sanitation District Printed on 8/26/2025Page 4 of 4
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PSA PSA2025-004 Revised 103024 CEQA SUPPORT SERVICES
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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 October, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC
SAN"), and HDR 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 CEQA Support Services, PSA2025-004, to provide qualified staff as described in Attachment “A”, Scope of Work; and Attachment “A1”, Rules of Engagement; and
WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the requisite personnel and experience, and is capable of performing such 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 September 24, 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 the
Scope of Work attached hereto as "Attachment A". Attachment “A” is herebyincorporated into this AGREEMENT. In the event of a conflict between the Scope ofWork and this AGREEMENT, the terms of this AGREEMENT shall prevail.
2.COMPENSATION
Total compensation shall be paid to CONSULTANT for the services in accordance withthe following provisions:
A.Time and Material: Not to Exceed Aggregate Amount
During the term of the AGREEMENT, OC SAN shall compensate CONSULTANT
for services performed under this AGREEMENT on a time and materials basis,not to exceed a maximum aggregate amount of One Million Five HundredThousand Dollars ($1,500,000) (“Total Compensation”).
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B. Hourly Rates
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, overhead, and profit) actually paid by CONSULTANT charged on an
hourly-rate basis to this project and paid to the personnel of CONSULTANT per Attachment “E”. OC SAN shall also pay to CONSULTANT a sum equal to the premium costs for overtime, charged on an hourly-rate basis, actually paid by
CONSULTANT to the non-exempt personnel of CONSULTANT plus profit. Premium costs for overtime will not include fringe and overhead. Attachment “E” is hereby incorporated by reference. Upon request of OC SAN,
CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this AGREEMENT.
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 10%. Addenda shall be governed by the same maximum Profit percentage. 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 AGREEMENT.
E. Subconsultants
For all Subconsultants, CONSULTANT may pay to Subconsultants total compensation on an hourly-rate basis per Attachment “E” – Fee Proposal and
as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultants, without markup.
F. Escalation
For purposes of calculating hourly billing rates of CONSULTANT employees and any Subconsultant employees performing services under this AGREEMENT, the
Maximum Hourly Rate as defined in Attachment “E” shall be adjusted annually based on the Employment Cost Index (ECI) of Los Angeles-Long Beach-Riverside, California as of July 1 of each year. This rate is from the United States
Department of Labor Bureau of Labor Statistics. The annual adjustments shall not exceed three percent (3%).
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G. Reimbursable Direct Costs
OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this Agreement. The reimbursement of the above-
mentioned expenses will be based on an “accountable plan” as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by
IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at 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.
OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN.
OC SAN will not pay for any relocation of staff to be assigned under this AGREEMENT.
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H. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional
compensation, CONSULTANT shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount,
without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the
CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased.
4. KEY POSITIONS
CONSULTANT shall notify OC SAN in advance regarding changes to any key CONSULTANT employees performing services under this AGREEMENT. Positions considered to be Key Positions are Point of Contact and any staff leading Task
Directives under the AGREEMENT. Should a CONSULTANT employee become no longer available to OC SAN, CONSULTANT shall submit the resume and qualifications of the proposed replacement to OC SAN for approval as soon as possible, but in no
event later than seven (7) calendar days prior to the departure of the incumbent Key Position unless CONSULTANT is not provided with such notice by the departing staff.
5. 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 15 Audit Provisions.
B. OC SAN will pay all undisputed amounts on a per task basis within thirty (30) days following receipt of CONSULTANT’s invoice.
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
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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 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.
6. TERM
This AGREEMENT shall commence upon the effective date first written above, and shall continue in full force and effect through September 30, 2028, (“Initial Term”) unless earlier terminated or extended as provided in the AGREEMENT.
OC SAN, at its sole discretion, may elect to extend the term of this AGREEMENT up to an additional twelve (12) months, commencing October 1, 2028, and continuing through September 30, 2029, (“Option Term 1”), and thereupon require CONSULTANT to
continue to provide services, and otherwise perform, in accordance with Attachment “A”, entitled “Scope of Work” and Attachment “A1”, entitled “Rules of Engagement”.
OC SAN, at its sole discretion, may elect to extend the term of this AGREEMENT up to
an additional twelve (12) months, commencing October 1, 2029, and continuing through September 30, 2030, (“Option Term 2”), and thereupon require CONSULTANT to continue to provide services, and otherwise perform, in accordance with Attachment “A”, entitled “Scope of Work”, and Attachment “A1”, entitled “Rules of Engagement”.
OC SAN’s election to extend the AGREEMENT beyond the Initial Term shall not diminish its right to terminate the AGREEMENT for OC SAN’s convenience or CONSULTANT’s default as provided elsewhere in this AGREEMENT. The maximum term of this AGREEMENT shall be from the effective date first written above through September 30, 2030, which period encompasses the Initial Term and two (2) Option Terms.
7. 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.
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8. 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).
9. INDEPENDENT CONTRACTOR
The CONSULTANT and Subconsultants shall be independent contractors and not
agents of OC SAN. Any provisions of this AGREEMENT that may appear to give OC SAN the right to direct the CONSULTANT concerning the details of performing the professional services, or to exercise any control over such performance, shall mean only
that the CONSULTANT shall follow the direction of OC SAN concerning the end results of the performance.
10. 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
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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.
11. 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: One
Million Dollars ($1,000,000) per occurrence with Two 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, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
equipment, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage
(Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT
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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. 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. 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 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
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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 terms 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 terms 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 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. All certificates and endorsements are to be received and approved by OC SAN before work commences. 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
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• Additional Insured (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.
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 material 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
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.
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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. 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.
12. SCOPE CHANGES In the event of a change in the Scope of Work, Key Personnel, hourly rates, 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. CONSULTANT’s compensation for additional services authorized and
performed in accordance with this AGREEMENT shall be agreed to by OC SAN and CONSULTANT in writing prior to the time that the additional services are authorized. 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.
13. PROJECT TEAM AND SUBCONSULTANTS
Neither this AGREEMENT nor any interest herein nor claim hereunder may be assigned by CONSULTANT either voluntarily or by operation of law, nor may all or any part of the
AGREEMENT be subcontracted by CONSULTANT, without the prior written consent of OC SAN. Consent by OC SAN shall not be deemed to relieve CONSULTANT of its obligation to comply fully with all terms and conditions of this AGREEMENT.
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
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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.
14. 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.
15. 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.
16. 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
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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.
17. 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: Andrew Brown, Project Manager CONSULTANT:
HDR ENGINEERING, INC. 3220 El Camino Real, Suite 200 Irvine, CA 92602
Attention: Nina Delu, 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.
18. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. OC SAN may also terminate this Agreement for cause but only after providing CONSULTANT written notice of the breach and a
period of ten (10) days to cure. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 17 - NOTICES.
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19. 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.
20. 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 job transfer. CONSULTANT shall furnish this report to OC SAN no later than January 20th each calendar year.
PSA PSA2025-004 Revised 103024 CEQA SUPPORT SERVICES Page 15 of 19
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.
21. 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.
22. 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.
23. 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.
24. 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).
25. 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, 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’s Subconsultants,
CONSULTANT’s subcontractors, and/or anyone employed directly or indirectly by any of
PSA PSA2025-004 Revised 103024 CEQA SUPPORT SERVICES Page 16 of 19
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.
26. 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.
PSA PSA2025-004 Revised 103024 CEQA SUPPORT SERVICES Page 17 of 19
27. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES
CONSULTANT shall comply with all OC SAN policies and procedures, including, but not limited to, the Contractor Safety Standards, as applicable, and Human Resources Policies, all as may be amended from time to time.
28. 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.
29. 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 PSA2025-004 Revised 103024 CEQA SUPPORT SERVICES Page 18 of 19
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: HDR 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 “A1” – Rules of Engagement Attachment “B” – Not Used 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” – Not Used Attachment “J” – Not Attached Attachment “K” – Not Used Attachment “L” – Contractor Safety Standards
PSA PSA2025-004 Revised 103024 CEQA SUPPORT SERVICES Page 19 of 19
Attachment “M” – Not Attached Attachment “N” – Not Attached
Attachment "O” – Not Attached Attachment "P” – Human Resources Policies
DM:tk
ATTACHMENT “A”
SCOPE OF WORK
SCOPE OF WORK PSA2025-004
CEQA SUPPORT SERVICES Page 1 of 3
CEQA SUPPORT SERVICES
SCOPE OF WORK
I. SUMMARY
Orange County Sanitation District (OC SAN) is a special district responsible for wastewater
conveyance and treatment for metropolitan Orange County, California. It has been in existence
since 1954 and is the third largest wastewater treatment agency west of the Mississippi River.
OC SAN is soliciting proposals to provide California Environmental Quality Act (CEQA) support
services such as the recommendation and implementation of mitigation measures, provision of
staff training, and preparation of recommendations for various projects that range from small
repairs to large capital improvements.
II. BACKGROUND
OC SAN executes a Capital Improvement Program (CIP) which includes many projects which require mitigation measures under CEQA. This Agreement is intended to provide guidance and
support to implement those mitigation measures and to provide general CEQA expertise for the various tasks defined in this scope of work.
III. PROFESSIONAL SERVICES REQUIRED
OC SAN is seeking proposals from qualified firms demonstrating their expertise and experience
with CEQA services including but not limited to: implementation of cultural, biological,
archaeological, and paleontological mitigation measures; providing construction inspector
training in relation to cultural, biological, archaeological and paleontological mitigation
measures; reviewing, interpreting, and making recommendations related to CEQA throughout
the entire project lifecycle; and other related services.
CEQA support activities include, but are not limited to, the following:
• Providing expertise, support, and personnel for the implementation and execution of
requisite construction project mitigation measures.
• Providing CEQA and Mitigation Monitoring and Reporting Program (MMRP) training to
OC SAN staff and oversight through the construction project duration when applicable.
• Providing auditing services including reviewing mitigation measures planned and/or
implemented for construction projects.
The mechanisms for requesting, reviewing, authorizing, and terminating services under this
Agreement are documented in Attachment “A1” – Rules of Engagement. As described in that
attachment, work assignments will fall into one of the following types: Task Directives and
Project Role Assignments.
SCOPE OF WORK PSA2025-004
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IV. LOGISTICS AND CONTRACT MANAGEMENT
Point of Contact/Supervision
CONSULTANT shall designate an individual as the single point of contact to direct efforts in
fulfilling contracted obligations under this Agreement. The selected designee shall be
responsible for the direct supervision of assigned staff, including such activities as work
schedules, quality of work performed, technical oversight, etc. The selected designee shall not
be changed without prior written notification to the OC SAN representative.
CONSULTANT is responsible for supervision of its entire staff, including the requirements
defined in Attachment “A1” – Rules of Engagement.
OC SAN Project Document Management
CONSULTANT’s staff assigned to work on OC SAN projects shall save project related
deliverables, documents and/or records in OC SAN accessible locations (i.e., OC SAN
SharePoint servers and/or OC SAN licensed cloud-based applications such as Bluebeam,
PMWeb or One Drive) as applicable to the project assignment to comply with Public Records
Act requirements. Accessibility to these locations shall be provided by OC SAN.
Personal Protective Equipment
CONSULTANT staff assigned to OC SAN facilities may be exposed to known plant process and
work hazards and therefore will be required to have appropriate Personal Protective Equipment
(PPE) such as: eye and face protection (safety glasses), head protection (hard hat), hand
protection (gloves), foot protection (safety toed shoes), high visibility clothing (Class 3 vests),
hearing protection, personal gas monitor (4 gas), fall protection (harness and lanyard) and other
forms of PPE. CONSULTANT shall provide all equipment and training necessary to comply with
OC SAN safety polices. Refer to Attachment “L” – Contractor Safety Standards.
Time Tracking & Invoicing
CONSULTANT shall submit invoices, including cost and hours, on a monthly basis. Invoice shall
be submitted no later than the 15th of each month. OC SAN maintains a project controls system
containing detailed cost and hours information for all Engineering Projects. The format for
reporting hours shall be in an importable format, such as Microsoft Excel, and contain, at a
minimum, the following items:
Column Description
Project Number OC SAN will provide a list of project numbers. These numbers are
subject to change as new projects are added and existing projects are completed.
SCOPE OF WORK PSA2025-004
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Work Package
Number
OC SAN will provide a list of work package numbers. The work
package numbers are subject to change as a project transitions from one phase to the next.
Employee ID Each employee included in the hours report must contain a unique identification number.
Employee Name Employee name.
Work Date The week ending date when work was performed.
Hours by Week The total number of hours worked for the week. In addition, it may be necessary to report overtime hours which will require a separate report.
Total Burdened Cost The total burdened cost shall include actual salary, fringe costs,
overhead, and profit by person.
Work Quality
CONSULTANT shall be responsible for the professional quality and technical competence of
assigned staff supplied to OC SAN. Additionally, the firm shall be responsible for the
coordination of all efforts and other services furnished under the Agreement.
Management of Resource Assignments
OC SAN will maintain a cloud-based workflow tool to request, review, authorize, and close
resource assignments. That workflow tool is currently PMWeb. CONSULTANT’s Point of
Contact will be required to utilize this tool to track all requests through their life cycles. OC SAN
will use this workflow tool to verify that any invoiced costs have been duly approved through the
workflow tool.
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4445 Agenda Date:9/3/2025 Agenda Item No:10.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
SOUTHERN CALIFORNIA EDISON GENERATOR INTERCONNECTION AGREEMENT FOR
PLANT NO. 2
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Generator Interconnection Agreement with Southern California Edison Company for a
period of twenty (20) years from the Effective Date.
BACKGROUND
Orange County Sanitation District (OC San)operates five Central Generation (CenGen)engines and
a steam turbine at Plant No.2.The engines and steam turbine normally generate 100%of the power
demand at Plant No. 2 and a nominal amount that is exported.
OC San and Southern California Edison (SCE)entered into a Power Purchase Agreement (PPA)on
September 9,1991.OC San has applied for the Wholesale Distribution Access Tariff (WDAT)with
SCE which will allow OC San to sell exported power to an eligible purchaser.A condition of the
WDAT application is to have a Generator Interconnection Agreement (GIA) in place with SCE.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
PROBLEM
OC San’s WDAT application is dependent on the execution of a GIA with SCE.If the GIA is not
approved by October 31, 2025, SCE will deem OC San’s WDAT application withdrawn.
PROPOSED SOLUTION
Approve the GIA with SCE to continue processing OC San’s WDAT application for the ability to sell
exported power.
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File #:2025-4445 Agenda Date:9/3/2025 Agenda Item No:10.
TIMING CONCERNS
If the GIA is not approved by October 31,2025,SCE will deem OC San’s WDAT application
withdrawn.
RAMIFICATIONS OF NOT TAKING ACTION
Without this agreement,SCE will deem OC San’s WDAT application withdrawn and OC San will not
have the ability to sell exported power to eligible purchasers.
PRIOR COMMITTEE/BOARD ACTIONS
November 2024 -Approved and authorize the Board Chairman to execute Amendment No.5 to the
Power Purchase Agreement (QFID-05)with Southern California Edison (SCE)Company and Orange
County Sanitation District (OC San),to allow for the extension of the term and to adjust the price for
all energy delivered to SCE during the extension period.
September 2024 -Approved the Net Energy Metering Interconnection Agreement (NST-497000)and
Affidavit with Southern California Edison (SCE)Company and Orange County Sanitation District (OC
San) to allow service under the Net Energy Metering (NEM-ST) tariff.
July 2023 -Approved and Authorized the Board Chairman to execute Amendment No.4 to the Power
Purchase Agreement (QFID-04)with Southern California Edison (SCE)Company and Orange
County Sanitation District,to allow for the extension of the term and to adjust the price for all energy
delivered to SCE during the extension period.
November 2018 -Approved Amendment No.3 to the As-Available Capacity and Energy Power
Purchase Agreement with Southern California Edison Company,to allow the Orange County
Sanitation District to receive monthly sale statements from Southern California Edison Company
through the electronic mail system.
September 2005 -Authorized the General Manager to approve Amendment No.2 to the Power
Purchase Agreement (QF 1098)with Southern California Edison Company,changing the type of the
Plant 2 power generating facility from small power producer to co-generator facility.
February 2002 -Authorized the General Manager to execute contract amendments to the existing
“As Available Capacity and Energy Power Purchase Agreements”with Southern California Edison,as
follows,providing for the method of payment by Edison of money owed to the District for power sold
to Edison from November 2000 through March 2001,in a form approved by General Counsel:
Amendment No.1 to Agreement Implementing Section 4.4 of Amendment No.1 to the Power
Purchase Agreement -QFID 2640 (for Plant 1),including Conditional Release and Waiver;and
Amendment No.1 to Agreement Implementing Section 4.4 of Amendment No.1 to the Power
Purchase Agreement - QFID 1098 (for Plant 2), including Conditional Release and Waiver.
August 2001 -Authorized the General Manager to execute contract amendments to the existing “As
Available Capacity and Energy Power Purchase Agreements”with Southern California Edison,as
follows,in a form approved by General Counsel:Amendment No.1 To Power Purchase Agreement -
QFID 2640 (for Plant 1);Agreement Amending Amendment No.1 To Power Purchase Agreement -Orange County Sanitation District Printed on 8/26/2025Page 2 of 3
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File #:2025-4445 Agenda Date:9/3/2025 Agenda Item No:10.
QFID 2640 (for Plant 1);Agreement Amending Amendment No.1 To Power Purchase Agreement -
QFID 2640 (for Plant 1);Amendment No.1 To Power Purchase Agreement -QFID 1098 (for Plant 2);
and Agreement Amending Amendment No.1 To Power Purchase Agreement -QFID 1098 (for Plant
2).
May 1991 -Approved documents relative to necessary arrangements with Southern California Edison
Company for parallel operation of power generating facilities and for purchase and sale of excess
power in connection with the Districts’new Central Power Generation System at Treatment Plant No.
2.
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Generator Interconnection Agreement
Orange County Sanitation District Printed on 8/26/2025Page 3 of 3
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Title Page
Southern California Edison Company FERC FPA Electric Tariff
Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. XXX
GENERATOR INTERCONNECTION AGREEMENT (GIA)
FOR AN EXISTING QUALIFYING FACILITY
CONVERTING FROM A CPUC JURISDICTIONAL
INTERCONNECTION AGREEMENT
BETWEEN
ORANGE COUNTY SANITATION DISTRICT
AND
SOUTHERN CALIFORNIA EDISON COMPANY
PROJECT: 22212 BROOKHURST ST – OC SAN PLANT 2 (SCE WDT2046,
formerly QFID2804)
Contract Effective Date: xx/xx/xx Tariff Record Proposed Effective Date: xx/xx/xx
905.xxx.x Version Number: 0.0.0
WDT2046 Option Code: A
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TABLE OF CONTENTS
Page No.
**PAGE NUMBERS UPDATED WHEN AGREEMENT IS FINALIZED**
Recitals ........................................................................................................................................... 7
Article 1. Definitions ................................................................................................................ 8
Article 2. Effective Date, Term, and Termination .............................................................. 17
2.1 Effective Date. ................................................................................................................ 17
2.2 Term of Agreement. ....................................................................................................... 17
2.3 Termination Procedures. ................................................................................................ 18
2.3.1 Written Notice. ........................................................................................................ 18
2.3.2 Default..................................................................................................................... 18
2.4 Termination Costs. ......................................................................................................... 18
2.5 Disconnection. ................................................................................................................ 19
2.6 Survival. ......................................................................................................................... 19
Article 3. Regulatory Filings ................................................................................................. 19
3.1 Filing. ............................................................................................................................. 19
Article 4. Scope of Service ..................................................................................................... 19
4.1 Interconnection Service. ................................................................................................. 19
4.1.1 Distribution Service Implications. .......................................................................... 20
4.1.2 Transmission Service Implications. ........................................................................ 20
4.2 Provision of Service. ...................................................................................................... 20
4.3 Performance Standards. .................................................................................................. 20
4.4 No Distribution Service or Transmission Service. ......................................................... 20
4.5 Interconnection Customer Provided Services. ............................................................... 20
Article 5. Interconnection Facilities Engineering, Procurement, and Construction ....... 21
5.1 ........................................................................................................................................ 21
5.2 [Reserved] ...................................................................................................................... 21
5.3 [Reserved] ...................................................................................................................... 21
5.4 Power System Stabilizers. .............................................................................................. 21
5.5 Equipment Procurement. ................................................................................................ 21
5.6 Construction Commencement. ....................................................................................... 21
5.7 Work Progress. ............................................................................................................... 22
5.8 Information Exchange. ................................................................................................... 22
5.9 [Reserved] ...................................................................................................................... 22
5.10 Interconnection Customer’s Interconnection Facilities ('ICIF'). .................................... 22
5.10.1 Interconnection Customer’s Interconnection Facility Specifications. .................... 22
5.10.2 Distribution Provider’s Review. ............................................................................. 22
5.10.3 ICIF Construction. .................................................................................................. 23
5.10.4 Interconnection Customer to Meet Requirements of the Distribution Provider’s
Interconnection Handbook. .................................................................................................... 23
5.11 Distribution Provider's Interconnection Facilities Construction. ................................... 23
5.12 Access Rights. ................................................................................................................ 23
5.13 Lands of Other Property Owners. .................................................................................. 24
5.14 Permits. ........................................................................................................................... 24
5.15 [Reserved] ...................................................................................................................... 24
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5.16 [Reserved] ...................................................................................................................... 24
5.17 Taxes. ............................................................................................................................. 24
5.17.1 Interconnection Customer Payments Not Taxable. ................................................ 24
5.17.2 Representations and Covenants. ............................................................................. 24
5.17.3 Indemnification for the Cost Consequences of Current Tax Liability Imposed Upon
the Distribution Provider. ....................................................................................................... 25
5.17.4 Tax Gross-Up Amount. ........................................................................................... 26
5.17.5 Private Letter Ruling or Change or Clarification of Law. ...................................... 26
5.17.6 Subsequent Taxable Events. ................................................................................... 27
5.17.7 Contests. .................................................................................................................. 27
5.17.8 Refund. .................................................................................................................... 28
5.17.9 Taxes Other Than Income Taxes. ........................................................................... 29
5.17.10 Distribution Owners Who Are Not Distribution Providers. ...................................... 29
5.18 Tax Status. ...................................................................................................................... 29
5.19 Modification. .................................................................................................................. 29
5.19.1 General. ................................................................................................................... 29
5.19.2 Standards. ................................................................................................................ 30
5.19.3 Modification Costs. ................................................................................................. 30
Article 6. Testing and Inspection .......................................................................................... 30
6.1 Pre-Operation Testing and Modifications. ..................................................................... 30
6.1.1 Modified Generating Facility or Electric Generating Units ................................... 30
6.2 Post-Operation Testing and Modifications. ................................................................... 31
6.3 Right to Observe Testing. ............................................................................................... 31
6.4 Right to Inspect. ............................................................................................................. 31
Article 7. Metering ................................................................................................................. 31
7.1 General. .......................................................................................................................... 32
7.2 Check Meters. ................................................................................................................. 32
7.3 Distribution Provider Retail Metering. ........................................................................... 32
Article 8. Communications ................................................................................................... 32
8.1 Interconnection Customer Obligations. .......................................................................... 32
8.2 Remote Terminal Unit. ................................................................................................... 33
8.3 No Annexation. .............................................................................................................. 33
Article 9. Operations ............................................................................................................. 33
9.1 General. .......................................................................................................................... 33
9.2 Control Area Notification. .............................................................................................. 33
9.3 Distribution Provider Obligations. ................................................................................. 33
9.4 Interconnection Customer Obligations. .......................................................................... 33
9.5 Start-Up and Synchronization. ....................................................................................... 34
9.6 Reactive Power and Primary Frequency Response. ....................................................... 34
9.6.1 Power Factor Design Criteria. ................................................................................. 34
9.6.1.1 Synchronous Generation ......................................................................................... 34
9.6.1.2 Non-Synchronous Generation ................................................................................. 34
9.6.2 Voltage Schedules. .................................................................................................. 35
9.6.2.1 Voltage Regulators. ............................................................................................. 35
9.6.3 Payment for Reactive Power. .................................................................................. 35
9.6.4 Primary Frequency Response ................................................................................. 36
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9.6.4.1 Existing Generating Facility and Electric Generating Units ............................... 36
9.6.4.2 New or Modified Electric Generating Units ....................................................... 36
9.6.4.2.1 Governor or Equivalent Controls ................................................................. 37
9.6.4.2.2 Timely and Sustained Response ................................................................... 38
9.6.4.2.3 [Reserved] ..................................................................................................... 38
9.6.4.2.4 Electric Storage Resources ........................................................................... 38
9.7 Outages and Interruptions. ............................................................................................. 39
9.7.1 Outages. .................................................................................................................. 39
9.7.1.1 Outage Authority and Coordination. ................................................................... 39
9.7.1.2 Outage Schedules. ............................................................................................... 40
9.7.1.3 Outage Restoration. ............................................................................................. 40
9.7.2 Interruption of Service. ........................................................................................... 40
9.7.3 Frequency and Voltage Ride Through. ................................................................... 41
9.7.4 System Protection and Other Control Requirements. ............................................. 41
9.7.4.1 System Protection Facilities. ............................................................................... 41
9.7.5 Requirements for Protection. .................................................................................. 42
9.7.6 Power Quality. ........................................................................................................ 43
9.8 Switching and Tagging Rules. ....................................................................................... 43
9.9 Use of Interconnection Facilities by Third Parties. ........................................................ 43
9.9.1 Purpose of Interconnection Facilities. ..................................................................... 43
9.9.2 Third Party Users. ................................................................................................... 43
9.10 Disturbance Analysis Data Exchange. ........................................................................... 44
Article 10. Maintenance .......................................................................................................... 44
10.1 Distribution Provider Obligations. ................................................................................. 44
10.2 Interconnection Customer Obligations. .......................................................................... 44
10.3 Coordination. .................................................................................................................. 44
10.4 Secondary Systems. ........................................................................................................ 44
10.5 Operating and Maintenance Expenses. .......................................................................... 44
Article 11. Performance Obligation ....................................................................................... 44
11.1 Interconnection Customer Interconnection Facilities. ................................................... 45
11.2 Distribution Provider's Interconnection Facilities. ......................................................... 45
11.3 Reliability Network Upgrades and Distribution Upgrades. ........................................... 45
11.3.1 Distribution Upgrades ............................................................................................. 45
11.3.2 Reliability Network Upgrades ................................................................................ 45
11.4 Transmission Credits. ..................................................................................................... 45
11.4.1 Repayment of Amounts Advanced for New Reliability Network Upgrades. ......... 45
11.5 Provision of Interconnection Financial Security. ........................................................... 47
Article 12. Invoice .................................................................................................................... 47
12.1 General. .......................................................................................................................... 47
12.2 Final Invoice. .................................................................................................................. 47
12.3 Payment. ......................................................................................................................... 48
12.4 Disputes. ......................................................................................................................... 48
Article 13. Emergencies ........................................................................................................... 48
13.1 Definition. ...................................................................................................................... 48
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13.2 Obligations. .................................................................................................................... 49
13.3 Notice. ............................................................................................................................ 49
13.4 Immediate Action. .......................................................................................................... 49
13.5 Distribution Provider Authority. .................................................................................... 49
13.5.1 General. ................................................................................................................... 49
13.5.2 Reduction and Disconnection. ................................................................................ 50
13.6 Interconnection Customer Authority. ............................................................................. 50
13.7 Limited Liability. ........................................................................................................... 50
Article 14. Regulatory Requirements and Governing Law ................................................. 50
14.1 Regulatory Requirements. .............................................................................................. 50
14.2 Governing Law. .............................................................................................................. 51
Article 15. Notices. ................................................................................................................... 51
15.1 General. .......................................................................................................................... 51
15.2 Billings and Payments. ................................................................................................... 51
15.3 Alternative Forms of Notice. .......................................................................................... 51
15.4 Operations and Maintenance Notice. ............................................................................. 51
Article 16. Uncontrollable Force ............................................................................................ 52
16.1 Uncontrollable Force. ..................................................................................................... 52
Article 17. Default .................................................................................................................... 52
17.1 Default ............................................................................................................................ 52
17.1.1 General. ................................................................................................................... 52
17.1.2 Right to Terminate. ................................................................................................. 52
Article 18. Indemnity, Consequential Damages and Insurance .......................................... 53
18.1 Indemnity. ...................................................................................................................... 53
18.1.1 Indemnified Person. ................................................................................................ 53
18.1.2 Indemnifying Party. ................................................................................................ 53
18.1.3 Indemnity Procedures. ............................................................................................ 53
18.2 Consequential Damages. ................................................................................................ 54
18.3 Insurance. ....................................................................................................................... 54
Article 19. Assignment............................................................................................................. 57
19.1 Assignment. .................................................................................................................... 57
Article 20. Severability ............................................................................................................ 57
20.1 Severability. .................................................................................................................... 58
Article 21. Comparability ....................................................................................................... 58
21.1 Comparability. ................................................................................................................ 58
Article 22. Confidentiality ....................................................................................................... 58
22.1 Confidentiality. ............................................................................................................... 58
22.1.1 Term. ....................................................................................................................... 58
22.1.2 Scope. ...................................................................................................................... 58
22.1.3 Release of Confidential Information. ...................................................................... 59
22.1.4 Rights. ..................................................................................................................... 59
22.1.5 No Warranties. ........................................................................................................ 59
22.1.6 Standard of Care. .................................................................................................... 59
22.1.7 Order of Disclosure. ................................................................................................ 59
22.1.8 Termination of Agreement. ..................................................................................... 60
22.1.9 Remedies. ................................................................................................................ 60
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22.1.10 Disclosure to FERC, its Staff, or a State. .................................................................. 60
Article 23. Environmental Releases ....................................................................................... 61
Article 24. Information Requirements ................................................................................... 61
24.1 Information Acquisition. ................................................................................................ 61
24.2 Information Submission by Distribution Provider. ........................................................ 61
24.3 Updated Information Submission by Interconnection Customer. .................................. 62
24.4 Information Supplementation. ........................................................................................ 62
Article 25. Information Access and Audit Rights ................................................................. 63
25.1 Information Access. ....................................................................................................... 63
25.2 Reporting of Non-Uncontrollable Force Events. ........................................................... 63
25.3 Audit Rights. .................................................................................................................. 63
25.4 Audit Rights Periods. ..................................................................................................... 64
25.4.1 Audit Rights Period for Construction-Related Accounts and Records. .................. 64
25.4.2 Audit Rights Period for All Other Accounts and Records. ..................................... 64
25.5 Audit Results. ................................................................................................................. 64
Article 26. Subcontractors ...................................................................................................... 64
26.1 General. .......................................................................................................................... 64
26.2 Responsibility of Principal. ............................................................................................ 64
26.3 No Limitation by Insurance............................................................................................ 64
Article 27. Disputes .................................................................................................................. 65
27.1 Submission. .................................................................................................................... 65
27.2 External Arbitration Procedures. .................................................................................... 65
27.3 Arbitration Decisions. .................................................................................................... 65
27.4 Costs. .............................................................................................................................. 66
Article 28. Representations, Warranties, and Covenants .................................................... 66
28.1 General. .......................................................................................................................... 66
28.1.1 Good Standing. ....................................................................................................... 66
28.1.2 Authority. ................................................................................................................ 66
28.1.3 No Conflict. ................................................................................................................ 66
28.1.4 Consent and Approval. ............................................................................................ 66
Article 29. [Reserved] .............................................................................................................. 66
Article 30. Miscellaneous......................................................................................................... 66
30.1 Binding Effect. ............................................................................................................... 66
30.2 Conflicts. ........................................................................................................................ 67
30.3 Rules of Interpretation. ................................................................................................... 67
30.4 Entire Agreement. .......................................................................................................... 67
30.5 No Third Party Beneficiaries.......................................................................................... 67
30.6 Waiver. ........................................................................................................................... 67
30.7 Headings. ........................................................................................................................ 68
30.8 Multiple Counterparts. ................................................................................................... 68
30.9 Amendment. ................................................................................................................... 68
30.10 Modification by the Parties. ........................................................................................ 68
30.11 Reservation of Rights. ................................................................................................ 68
30.12 No Partnership. ........................................................................................................... 68
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Appendix A – Background, Description of Interconnection Facilities, Reliability Network
Upgrades, Distribution Upgrades, Costs and Financial Security for Interconnection Service and
Charging Distribution Service
Appendix B – Milestones
Appendix C – Interconnection Details
Appendix D – Security Arrangements Details
Appendix E – Commercial Operation Date
Appendix F – Addresses for Delivery of Notices and Billings
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GENERATOR INTERCONNECTION AGREEMENT
THIS GENERATOR INTERCONNECTION AGREEMENT (“GIA” or
“Agreement”) is made and entered into _______________________, by and between Orange
County Sanitation District, a special district organized and existing under the County Sanitation
District Act, Health and Safety Code Section 4700 et seq. (“Interconnection Customer” with a
Generating Facility), and Southern California Edison Company, a corporation organized and
existing under the laws of the State of California (“Distribution Provider and/or Distribution
Owner”). Interconnection Customer and Distribution Provider each may be referred to as a
“Party” or collectively as the “Parties.”
Recitals
WHEREAS, Distribution Provider operates the Distribution System; and
WHEREAS, Interconnection Customer owns, leases and/or controls and operates the
Generating Facility identified in Appendix C to this Agreement; and,
WHEREAS, the Generating Facility is an existing generation resource interconnected to
the Distribution System pursuant to a CPUC jurisdictional Interconnection Facilities Agreement
(IFA); and,
WHEREAS, the Generating Facility qualifies for interconnection under the Tariff
pursuant to Section 15.3 of the Tariff and was not required to submit an Interconnection Request
pursuant to the Generator Interconnection Procedures (GIP); and
WHEREAS, Interconnection Customer and Distribution Provider have agreed to enter
into this Agreement for the purpose of replacing the Generating Facility’s existing IFA with this
Agreement to establish the Generating Facility’s interconnection to the Distribution System
pursuant to the Tariff; and
WHEREAS, existing facilities installed pursuant to the IFA are identified in Appendix A
to this Agreement as well as the Interconnection Customer’s related cost responsibility; and
WHEREAS, new Interconnection Facilities, Distribution Upgrades and Reliability
Network Upgrades, as applicable, are identified in Appendix A to this Agreement, as well as the
Interconnection Customer’s related cost responsibility, consistent with current interconnection
standards pursuant to the requirements of this Agreement;
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained
herein, it is agreed:
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When used in this Generator Interconnection Agreement, terms with initial capitalization
that are not defined in Article 1 shall have the meanings specified in the Article in which they are
used or the Tariff.
Article 1. Definitions
Adverse System Impact shall mean the negative effects due to technical or operational
limits on conductors or equipment being exceeded that may compromise the safety and
reliability of the electric system.
Affected System shall mean an electric system other than the Distribution Provider’s
Distribution System that may be affected by the proposed interconnection.
Affiliate shall mean, with respect to a corporation, partnership or other entity, each such
other corporation, partnership or other entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such corporation,
partnership or other entity.
Ancillary Services shall mean those services that are necessary to support the
transmission of capacity and energy from resources to loads while maintaining reliable operation
of the Distribution Provider's Distribution System in accordance with Good Utility Practice.
Annual Tax Security Reassessment shall mean the annual reassessment of the current
tax liability in accordance with the directives of FERC Orders 2003-A and 2003-B associated
with Article 5.17.4 of the GIA which will commence the first year after Interconnection
Customer’s in-service date.
Applicable Laws and Regulations shall mean all duly promulgated applicable federal,
state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or
judicial or administrative orders, permits and other duly authorized actions of any Governmental
Authority.
Applicable Reliability Council shall mean the reliability council applicable to the
Distribution System to which the Generating Facility is directly interconnected.
Applicable Reliability Standards shall mean the requirements and guidelines of NERC,
the Applicable Reliability Council, and the Control Area of the Distribution System to which the
Generating Facility is directly interconnected, including the requirements pursuant to Section
215 of the Federal Power Act.
Area Deliverability Constraint shall mean a Transmission System operating limit that
either (a) would constrain the deliverability of a substantial number of generators if the ISO were
to assign Full Capacity Deliverability Status or Partial Capacity Deliverability Status to
additional generating facilities in one or more specified geographic or electrical areas of the ISO
Grid in a total amount that is greater than the TP Deliverability for those areas; (b) constrains a
quantity of generation in a local area of the grid that is larger than the generation amount
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identified in the applicable transmission planning process portfolio for the entire portfolio area;
or (c) constrains all or most of the same generation already constrained by a previously identified
Area Deliverability Constraint.
As-Available Charging Distribution Service shall mean the Distribution Service
provided under a Service Agreement for Wholesale Distribution Service, subject to available
capacity on the Distribution System, as may be adjusted in the future by factors such as changes
in load, Resources, and Firm Charging Distribution Service, or modifications to the Distribution
System, and any operating conditions and/or limitations as may be set forth in the Service
Agreement for Wholesale Distribution Service, and is subject to Curtailment in accordance with
Section 12.7.3 of the Tariff.
Base Case shall mean data including, but not limited to, base power flow, short circuit,
and stability data bases, underlying load, generation, and transmission facility assumptions,
contingency lists, including relevant special protection systems, and transmission diagrams used
to perform the Interconnection Studies. The Base Case may include Critical Energy
Infrastructure Information (as that term is defined by FERC). The Base Case shall include
transmission facilities as approved by the Distribution Provider or ISO, as applicable, and
Distribution Upgrades and Network Upgrades associated with generating facilities in (iv) below
and generating facilities that (i) are directly interconnected to the Distribution System or ISO
Grid; (ii) are interconnected to Affected Systems and may have an impact on the Interconnection
Request; (iii) have a pending request to interconnect to the Distribution System or an Affected
System; or (iv) are not interconnected to the Distribution System or ISO Grid, but are subject to a
fully executed generator interconnection agreement (or its equivalent predecessor agreement) or
for which an unexecuted generator interconnection agreement (or its equivalent predecessor
agreement) has been requested to be filed with FERC.
Breach shall mean the failure of a Party to perform or observe any material term or
condition of the GIA.
Breaching Party shall mean a Party that is in Breach of the GIA.
Business Day shall mean Monday through Friday, excluding Federal Holidays.
Calendar Day shall mean any day including Saturday, Sunday or a Federal Holiday.
Charging Capacity shall mean the load associated with the storage component of a
Generating Facility charged from the Distribution System that is used for later redelivery of the
associated energy, net of Resource losses, to the Distribution System. Charging Capacity does
not include load that is subject to the Distribution Provider’s retail tariff.
Charging Distribution Service shall mean Firm Charging Distribution Service and As-
Available Charging Distribution Service.
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Commercial Operation shall mean the status of a Generating Facility that has
commenced generating electricity for sale or has commenced storing electrical energy for later
resale, excluding electrical energy generated or stored during Trial Operation.
Commercial Operation Date of an Electric Generating Unit shall mean the date on
which an Electric Generating Unit at a Generating Facility commences Commercial Operation as
agreed to by the Parties pursuant to Appendix E to the GIA.
Confidential Information shall mean any confidential, proprietary or trade secret
information of a plan, specification, pattern, procedure, design, device, list, concept, policy or
compilation relating to the present or planned business of a Party, which is designated as
confidential by the Party supplying the information, whether conveyed orally, electronically, in
writing, through inspection, or otherwise.
Construction Activities shall mean actions by the Distribution Provider that result in
irrevocable financial commitments for the purchase of major electrical equipment or land for
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Reliability Network
Upgrades assigned to the Interconnection Customer that occur after receipt of the appropriate
governmental approvals needed for the Distribution Provider’s Interconnection Facilities,
Distribution Upgrades, or Reliability Network Upgrades.
Contract Demand shall mean the quantity of Charging Capacity of a Generating Facility
that includes storage as set forth in the Service Agreement for Wholesale Distribution Service.
Control Area shall mean an electrical system or systems bounded by interconnection
metering and telemetry, capable of controlling generation to maintain its interchange schedule
with other Control Areas and contributing to frequency regulation of the interconnection. A
Control Area must be certified by the Applicable Reliability Council.
Default shall mean the failure of a Breaching Party to cure its Breach in accordance with
Article 17 of the GIA.
Dispute Resolution shall mean the procedure for resolution of a dispute between the
Parties in which they will first attempt to resolve the dispute on an informal basis.
Distribution Owner shall mean an entity that owns, leases or otherwise possesses an
interest in the portion of the Distribution System at the Point of Interconnection and may be a
Party to the GIA to the extent necessary.
Distribution Provider shall mean the public utility (or its designated agent) that owns,
controls, or operates transmission or distribution facilities used for the transmission of electricity
in interstate commerce and provides transmission service under the Tariff. The term Distribution
Provider should be read to include the Distribution Owner when the Distribution Owner is
separate from the Distribution Provider.
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Distribution Provider's Interconnection Facilities shall mean all facilities and
equipment owned, controlled or operated by the Distribution Provider from the Point of Change
of Ownership to the Point of Interconnection as identified in Appendix A to the GIA, including
any modifications, additions or upgrades to such facilities and equipment. Distribution
Provider's Interconnection Facilities are sole use facilities and shall not include Distribution
Upgrades or Reliability Network Upgrades.
Distribution Service shall mean the wholesale distribution service provided under the
Tariff, including Charging Distribution Service.
Distribution System shall mean those non-ISO transmission and distribution facilities
owned, controlled and operated by the Distribution Provider that are used to provide Distribution
Service under the Tariff, which facilities and equipment are used to transmit electricity to
ultimate usage points such as homes and industries directly from nearby generators or from
interchanges with higher voltage transmission networks which transport bulk power over longer
distances. The voltage levels at which distribution systems operate differ among areas.
Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Distribution Provider's Distribution System at or beyond the Point of Interconnection to facilitate
interconnection of the Generating Facility and render the transmission service necessary to effect
Interconnection Customer's wholesale sale of electricity in interstate commerce. Distribution
Upgrades do not include Interconnection Facilities.
Effective Date shall mean the date on which the GIA becomes effective pursuant to
Article 2.1 of the GIA.
Electric Generating Unit shall mean an individual electric generator or storage device
and its associated plant and apparatus whose electrical output is capable of being separately
identified and metered.
Emergency Condition shall mean a condition or situation: (1) that in the judgment of the
Party making the claim is imminently likely to endanger life or property; or (2) that, in the case
of a Distribution Provider, is imminently likely (as determined in a non-discriminatory manner)
to cause a material adverse effect on the security of, or damage to Distribution Provider’s
Distribution System, Distribution Provider’s Interconnection Facilities or the electric systems of
others to which the Distribution Provider’s Distribution System is directly connected; or (3) that,
in the case of Interconnection Customer, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the security of, or damage to, the
Generating Facility or Interconnection Customer’s Interconnection Facilities. System restoration
and black start shall be considered Emergency Conditions; provided, that Interconnection
Customer is not obligated by the GIA to possess black start capability.
Environmental Law shall mean Applicable Laws and Regulations relating to pollution
or protection of the environment or natural resources.
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Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a et
seq.
FERC shall mean the Federal Energy Regulatory Commission (Commission) or its
successor.
Full Capacity Deliverability Status entitles a Generating Facility interconnected with
the Distribution System to a Net Qualifying Capacity (as defined in the ISO Tariff) amount on
the ISO Grid that could be as large as its Qualifying Capacity (as defined in the ISO Tariff) and
may be less pursuant to the assessment of its Net Qualifying Capacity by the ISO.
Generating Facility shall mean Interconnection Customer’s Electric Generating Unit(s)
used for the production and/or storage for later injection of electricity identified in the
Interconnection Request, but shall not include the Interconnection Customer's Interconnection
Facilities.
Generating Facility Capacity shall mean the net capacity of the Generating Facility and
the aggregate net capacity of the Generating Facility where it includes multiple Electric
Generating Units.
Generator Interconnection Agreement (GIA) shall mean the form of interconnection
agreement applicable to an existing Generating Facility that is a qualifying facility eligible for
interconnection pursuant to Section 15.3 of the Tariff, a pro forma version of which is set forth
in Attachment L of the Tariff.
Generator Interconnection Procedures (GIP) shall mean the interconnection
procedures applicable to an Interconnection Request pertaining to a Generating Facility set forth
in Attachment I of the Distribution Provider’s Tariff.
Good Utility Practice shall mean any of the practices, methods and acts engaged in or
approved by a significant portion of the electric industry during the relevant time period, or any
of the practices, methods and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts
generally accepted in the region.
Governmental Authority shall mean any federal, state, local or other governmental
regulatory or administrative agency, court, commission, department, board, or other
governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over the Parties, their respective facilities, or the respective services
they provide, and exercising or entitled to exercise any administrative, executive, police, or
taxing authority or power; provided, however, that such term does not include Interconnection
Customer, Distribution Provider, or any Affiliate thereof.
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Hazardous Substances shall mean any chemicals, materials or substances defined as or
included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,”
“toxic substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or
words of similar meaning and regulatory effect under any applicable Environmental Law, or any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by
any applicable Environmental Law.
Initial Synchronization Date shall mean the date upon which the Generating Facility is
initially synchronized and upon which Trial Operation begins.
In-Service Date shall mean the date upon which the Interconnection Customer
reasonably expects it will be ready to begin use of the Distribution Provider's Interconnection
Facilities to obtain back feed power.
Interconnection Customer shall mean any entity, including the Distribution Provider,
Distribution Owner or any of the Affiliates or subsidiaries of either, that proposes to interconnect
its Generating Facility with the Distribution Provider's Distribution System.
Interconnection Customer’s Interconnection Facilities shall mean all facilities and
equipment, as identified in Appendix A of the GIA, that are located between the Generating
Facility and the Point of Change of Ownership, including any modification, addition, or upgrades
to such facilities and equipment necessary to physically and electrically interconnect the
Generating Facility to the Distribution Provider's Distribution System. Interconnection
Customer's Interconnection Facilities are sole use facilities.
Interconnection Facilities shall mean the Distribution Provider's Interconnection
Facilities and the Interconnection Customer's Interconnection Facilities. Collectively,
Interconnection Facilities include all facilities and equipment between the Generating Facility
and the Point of Interconnection, including any modification, additions or upgrades that are
necessary to physically and electrically interconnect the Generating Facility to the Distribution
Provider’s Distribution System. Interconnection Facilities are sole use facilities and shall not
include Distribution Upgrades or Reliability Network Upgrades.
Interconnection Facilities Agreement (IFA) shall mean the CPUC jurisdictional
agreement entered into between the Distribution Provider and Interconnection Customer [as a
successor in interest] that provided the existing Generating Facility interconnection service to the
Distribution System immediately prior to converting the interconnection service to FERC
jurisdiction pursuant to the Tariff as more specifically described in Appendix A to the GIA.
Interconnection Financial Security shall mean any of the financial instruments listed in
GIP Section 5.9.1 provided by the Interconnection Customer to comply with its obligations
under the GIA.
Interconnection Handbook shall mean a handbook, developed by the Distribution
Provider and posted on the Distribution Provider’s website or otherwise made available by the
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Distribution Provider, describing the technical and operational requirements for wholesale
generators and loads connected to the Distribution System, as such handbook may be modified
or superseded from time to time. Distribution Provider’s standards contained in the
Interconnection Handbook shall be deemed consistent with Good Utility Practice and Applicable
Reliability Standards. In the event of a conflict between the terms of this GIA and the terms of
the Distribution Provider’s Interconnection Handbook, the terms in this GIA shall govern.
Interconnection Request shall mean an Interconnection Customer's request, in the form
of Appendix 1 to the GIP, in accordance with the Tariff, to interconnect a new Generating
Facility, or to increase the capacity of, or make a Material Modification to the operating
characteristics of, an existing Generating Facility that is interconnected with the Distribution
Provider’s Distribution System.
Interconnection Service shall mean the service provided by the Distribution Provider
associated with interconnecting the Interconnection Customer’s Generating Facility to the
Distribution Provider’s Distribution System and enabling it to receive, or deliver for the
Charging Capacity, electric energy and capacity from the Generating Facility at the Point of
Interconnection, pursuant to the terms of the GIA and, if applicable, the Distribution Provider's
Tariff.
IRS shall mean the Internal Revenue Service.
ISO shall mean the California Independent System Operator Corporation, a state-
chartered, nonprofit, corporation that controls certain transmission facilities of all Participating
Transmission Owners and dispatches certain generating units and loads.
ISO Grid shall mean the system of transmission lines and associated facilities of the
Participating Transmission Owners that have been placed under the ISO’s operational control.
ISO Tariff shall mean the California Independent System Operator Corporation
Operating Agreement and Tariff, dated March 31, 1997, as it may be modified from time to time,
and accepted by the FERC.
ISO’s Generator Interconnection and Deliverability Allocation Procedures (ISO
Tariff GIDAP) shall mean the procedures included in Appendix DD of the ISO Tariff to
interconnect a Generating Facility directly to the ISO Grid, as such procedures may be modified
from time to time, and accepted by the Commission.
ITCC (Income Tax Component of Contribution) shall have the meaning assigned to it
in Attachment J of the Tariff.
Local Deliverability Constraint shall mean a Transmission System operating limit that
would be exceeded if the ISO were to assign Full Capacity Deliverability Status or Partial
Capacity Deliverability Status to one or more additional generating facilities interconnecting to
the ISO Grid in a specific local area, and that is not an Area Deliverability Constraint.
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Loss shall mean any and all losses relating to injury to or death of any person or damage
to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all
other obligations by or to third parties, arising out of or resulting from the other Party's
performance, or non-performance of its obligations under the GIA on behalf of the indemnifying
Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party.
Material Modification shall mean those modifications that have a material impact on the
cost or timing of any Interconnection Request with a later queue priority date.
Metering Equipment shall mean all metering equipment installed or to be installed at
the Generating Facility pursuant to the GIA at the metering points, including but not limited to
instrument transformers, MWh-meters, data acquisition equipment, transducers, remote terminal
unit, communications equipment, phone lines, and fiber optics.
NERC shall mean the North American Electric Reliability Corporation or its successor
organization.
New Reliability Network Upgrades shall mean new Reliability Network Upgrades
installed pursuant to this GIA as identified in Appendix A to the GIA.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in
connection with the GIA or its performance.
Operational Control shall mean the rights of the ISO under the Transmission Control
Agreement and the ISO Tariff to direct the parties to the Transmission Control Agreement how
to operate their transmission lines and facilities and other electric plant affecting the reliability of
those lines and facilities for the purpose of affording comparable non-discriminatory
transmission access and meeting applicable reliability criteria.
Partial Capacity Deliverability Status entitles a Generating Facility interconnected
with the Distribution System to a Net Qualifying Capacity (as defined in the ISO Tariff) amount
on the ISO Grid that cannot be larger than a specified amount of its Qualifying Capacity (as
defined in the ISO Tariff), and may be less pursuant to the assessment of its Net Qualifying
Capacity by the ISO.
Participating Transmission Owner shall mean an entity which (i) owns, operates, and
maintains transmission lines and associated facilities and/or has entitlements to use certain
transmission lines and associated facilities and (ii) has transferred to the ISO operational control
of such facilities and/or entitlements to be made part of the ISO Grid.
Party or Parties shall mean Distribution Provider, Distribution Owner, Interconnection
Customer or any combination of the above.
Point of Change of Ownership shall mean the point, as set forth in Appendix A to the
GIA, where the Interconnection Customer's Interconnection Facilities connect to the Distribution
Provider's Interconnection Facilities.
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Point of Interconnection shall mean the point, as set forth in Appendix A to the GIA,
where the Interconnection Facilities connect to the Distribution Provider's Distribution System.
Pre-Construction Activities shall mean the actions by the Distribution Provider,
undertaken prior to Construction Activities in order to prepare for the construction of the
Distribution Provider’s Interconnection Facilities, Distribution Upgrades, or Reliability Network
Upgrades assigned to the Interconnection Customer, including, but not limited to, preliminary
engineering, permitting activities, environmental analysis, or other activities specifically needed
to obtain governmental approvals for the Distribution Provider’s Interconnection Facilities,
Distribution Upgrades, or Reliability Network Upgrades.
Reasonable Efforts shall mean, with respect to an action required to be attempted or
taken by a Party under the GIA, efforts that are timely and consistent with Good Utility Practice
and are otherwise substantially equivalent to those a Party would use to protect its own interests.
Reliability Network Upgrades shall mean the transmission facilities at or beyond the
point where the Distribution Provider’s Distribution System interconnects to the ISO Grid,
necessary to interconnect one or more Generating Facility(ies) safely and reliably to the ISO
Grid, which would not have been necessary but for the interconnection of one or more
Generating Facility(ies), including Network Upgrades necessary to remedy short circuit or
stability problems, or thermal overloads. Reliability Network Upgrades shall only be deemed
necessary for system operating limits, occurring under any system condition, which system
operating limits cannot be adequately mitigated through the ISO’s congestion management,
operating procedures, or special protection systems based on the characteristics of the Generating
Facilities included in the Interconnection Studies, limitations on market models, systems, or
information, or other factors specifically identified in the Interconnection Studies. Reliability
Network Upgrades also include, consistent with the Applicable Reliability Council’s practice and
Applicable Reliability Standards, the facilities necessary to mitigate any adverse impact the
Generating Facility’s interconnection may have on a path’s Applicable Reliability Council
rating.
Remedial Action Scheme (RAS) shall mean a scheme designed to detect predetermined
system conditions and automatically take corrective actions that may include, but are not limited
to, adjusting or tripping generation.
System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to protect (1) the Distribution Provider's Distribution
System, the ISO Grid, and Affected Systems from faults or other electrical disturbances
occurring at the Generating Facility and (2) the Generating Facility from faults or other electrical
system disturbances occurring on the Distribution Provider's Distribution System, the ISO Grid
or on other delivery systems or other generating systems to which the Distribution Provider's
Distribution System and Transmission System is directly connected.
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Tariff shall mean the Wholesale Distribution Access Tariff, the Distribution Provider's
Tariff through which open access transmission service and Interconnection Service are offered,
as filed with FERC, and as amended or supplemented from time to time, or any successor tariff.
Tax Security shall mean the Interconnection Customer’s provision of security with
respect to the Interconnection Customer’s tax indemnification obligations, provided in
accordance with Article 5.17.3. The Tax Security is provided in Section 5 of Appendix A to the
GIA.
TP Deliverability shall mean the capability, measured in MW, of the ISO Grid as
modified by transmission upgrades and additions modeled or identified in the annual
Transmission Plan to support the interconnection with Full Capacity Deliverability Status or
Partial Capacity Deliverability Status of additional Generating Facilities in a specified
geographic or electrical area of the ISO Grid.
Transmission Control Agreement shall mean ISO FERC Electric Tariff No. 7.
Transmission Plan shall mean the report prepared by the ISO on an annual basis
pursuant to Section 24 of the ISO Tariff, which documents the outcome of the ISO’s
transmission planning process by which the ISO assesses the ISO Grid.
Transmission System shall mean those transmission facilities owned by the Distribution
Provider that have been placed under the ISO’s Operational Control and are part of the ISO Grid.
Trial Operation shall mean the period during which Interconnection Customer is
engaged in on-site test operations and commissioning of the Generating Facility or Electric
Generating Unit prior to Commercial Operation.
Uncontrollable Force shall mean any act of God, labor disturbance, act of the public
enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, breakage or accident to
machinery or equipment, any curtailment, order, regulation or restriction imposed by
governmental, military or lawfully established civilian authorities, or any other cause beyond the
reasonable control of the Distribution Provider or Interconnection Customer which could not be
avoided through the exercise of Good Utility Practice. An Uncontrollable Force event does not
include acts of negligence or intentional wrongdoing by the Party claiming Uncontrollable Force.
Article 2. Effective Date, Term, and Termination
2.1 Effective Date. This GIA shall become effective on October 30, 2025, subject to
acceptance by FERC (if applicable), or if filed unexecuted, upon the date specified by
FERC. Distribution Provider shall promptly file this GIA with FERC upon execution in
accordance with Article 3.1, if required.
2.2 Term of Agreement. Subject to the provisions of Article 2.3, this GIA shall remain in
effect for a period of twenty (20) years from the Effective Date (term specified in
individual agreements to be ten (10) years or such other longer period as the
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Interconnection Customer may request) and shall be automatically renewed for each
successive one-year period thereafter.
2.3 Termination Procedures.
2.3.1 Written Notice. This GIA may be terminated by Interconnection Customer after
giving Distribution Provider ninety (90) Calendar Days advance written notice, or
by Distribution Provider notifying FERC after the Generating Facility
permanently ceases Commercial Operation.
2.3.2 Default. Either Party may terminate this GIA in accordance with Article 17.
2.3.3 Notwithstanding Articles 2.3.1 and 2.3.2, no termination shall become effective
until the Parties have complied with all Applicable Laws and Regulations
applicable to such termination, including the filing with FERC of a notice of
termination of this GIA, which notice has been accepted for filing by FERC, and
the Interconnection Customer has fulfilled its termination cost obligations under
Article 2.4.
2.4 Termination Costs. If a Party elects to terminate this Agreement pursuant to Article 2.3
above, each Party shall pay all costs incurred (including any cancellation costs relating to
orders or contracts for Interconnection Facilities and equipment) or charges assessed by
the other Party, as of the date of the other Party's receipt of such notice of termination,
that are the responsibility of the Terminating Party under this GIA. In the event of
termination by a Party, the Parties shall use commercially Reasonable Efforts to mitigate
the costs, damages and charges arising as a consequence of termination. Upon
termination of this GIA, unless otherwise ordered or approved by FERC:
2.4.1 With respect to any portion of Distribution Provider's Interconnection Facilities
that have not yet been constructed or installed, Distribution Provider shall to the
extent possible and with Interconnection Customer's authorization cancel any
pending orders of, or return, any materials or equipment for, or contracts for
construction of, such facilities; provided that in the event Interconnection
Customer elects not to authorize such cancellation, Interconnection Customer
shall assume all payment obligations with respect to such materials, equipment,
and contracts, and Distribution Provider shall deliver such material and
equipment, and, if necessary, assign such contracts, to Interconnection Customer
as soon as practicable, at Interconnection Customer's expense. To the extent that
Interconnection Customer has already paid Distribution Provider for any or all
such costs of materials or equipment not taken by Interconnection Customer,
Distribution Provider shall promptly refund such amounts to Interconnection
Customer, less any costs, including penalties incurred by Distribution Provider to
cancel any pending orders of or return such materials, equipment, or contracts.
If an Interconnection Customer terminates this GIA, it shall be responsible for all
costs incurred in association with that Interconnection Customer's
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interconnection, including any cancellation costs relating to orders or contracts for
Interconnection Facilities and equipment, and other expenses including any
Distribution Upgrades and Reliability Network Upgrades for which Distribution
Provider has incurred expenses and has not been reimbursed by Interconnection
Customer.
2.4.2 Distribution Provider may, at its option, retain any portion of such materials,
equipment, or facilities that Interconnection Customer chooses not to accept
delivery of, in which case Distribution Provider shall be responsible for all costs
associated with procuring such materials, equipment, or facilities.
2.4.3 With respect to any portion of the Interconnection Facilities, and any other
facilities already installed or constructed pursuant to the terms of this GIA,
Interconnection Customer shall be responsible for all costs associated with the
removal, relocation or other disposition or retirement of such materials,
equipment, or facilities.
2.5 Disconnection. Upon termination of this GIA, the Parties will take all appropriate steps
to disconnect the Generating Facility from the Distribution System. All costs required to
effectuate such disconnection shall be borne by the terminating Party, unless such
termination resulted from the non-terminating Party’s Default of this GIA or such non-
terminating Party otherwise is responsible for these costs under this GIA.
2.6 Survival. This GIA shall continue in effect after termination to the extent necessary to
provide for final billings and payments and for costs incurred hereunder, including
billings and payments pursuant to this GIA; to permit the determination and enforcement
of liability and indemnification obligations arising from acts or events that occurred while
this GIA was in effect; and to permit each Party to have access to the lands of the other
Party pursuant to this GIA or other applicable agreements, to disconnect, remove or
salvage its own facilities and equipment.
Article 3. Regulatory Filings
3.1 Filing. Distribution Provider shall file this GIA (and any amendment hereto) with the
appropriate Governmental Authority, if required. Interconnection Customer may request
that any information so provided be subject to the confidentiality provisions of Article 22.
If Interconnection Customer has executed this GIA, or any amendment thereto,
Interconnection Customer shall reasonably cooperate with Distribution Provider with
respect to such filing and to provide any information reasonably requested by
Distribution Provider needed to comply with applicable regulatory requirements.
Article 4. Scope of Service
4.1 Interconnection Service. Interconnection Service allows Interconnection Customer to
connect the Generating Facility to the Distribution System and be eligible to deliver
power to the ISO Grid, or receive for the Charging Capacity, power from the ISO Grid
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using the capacity of the Distribution System. To the extent Interconnection Customer
wants to receive Interconnection Service, Distribution Provider shall construct facilities
identified in Appendices A and C that the Distribution Provider is responsible to
construct.
4.1.1 Distribution Service Implications. Interconnection Customer will be eligible to
deliver power from the Generating Facility to Distribution Provider’s Distribution
System or receive power from the Distribution System for the Charging Capacity
pursuant to the Tariff. The Interconnection Customer may not deliver or receive
power over the Distribution Provider’s Distribution System absent procuring
Distribution Service. The Interconnection Customer must apply for Distribution
Service pursuant to Section 15.2 of the Tariff and meet the conditions specified in
Section 14 of the Tariff to be eligible for Distribution Service.
4.1.2 Transmission Service Implications. Interconnection Service does not
necessarily provide Interconnection Customer with the capability to physically
deliver or receive power to or from the Generating Facility to any particular load
or resource on the ISO Grid without incurring congestion costs. In the event of
transmission constraints on the ISO Grid, Interconnection Customer's Generating
Facility shall be subject to the applicable congestion management procedures in
the ISO Tariff in the same manner as all other resources. The Interconnection
Customer shall be solely responsible for completing all of the necessary
arrangements required under the ISO Tariff to be eligible to schedule the output
and Charging Capacity of its resource.
4.2 Provision of Service. Distribution Provider shall provide Interconnection Service for the
Generating Facility at the Point of Interconnection.
4.3 Performance Standards. Each Party shall perform all of its obligations under this GIA
in accordance with Applicable Laws and Regulations, Applicable Reliability Standards,
and Good Utility Practice, and to the extent a Party is required or prevented or limited in
taking any action by such regulations and standards, such Party shall not be deemed to be
in Breach of this GIA for its compliance therewith. If such Party is a Distribution
Provider or Distribution Owner, then that Party shall amend the GIA and submit the
amendment to FERC for approval.
4.4 No Distribution Service or Transmission Service. The execution of this GIA does not
entitle the Interconnection Customer to Distribution Service under the Tariff or
transmission service under the ISO Tariff and does not convey any right to the
Interconnection Customer to deliver electricity generated or stored for later injection
using the Distribution System. An Interconnection Customer must execute a Service
Agreement for Wholesale Distribution Service to obtain Distribution Service under the
Tariff.
4.5 Interconnection Customer Provided Services. The services provided by
Interconnection Customer under this GIA are set forth in Article 9.6 and Article 13.5.1.
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Interconnection Customer shall be paid for such services in accordance with Article
9.6.3.
Article 5. Interconnection Facilities Engineering, Procurement, and Construction
5.1 Distribution Provider shall design, procure, and construct Distribution Provider's
Interconnection Facilities, Distribution Upgrades, and Reliability Network Upgrades,
using Reasonable Efforts to complete Distribution Provider's Interconnection Facilities,
Distribution Upgrades, and Reliability Network Upgrades by the dates set forth in
Appendix B, Milestones. Distribution Provider shall not be required to undertake any
action which is inconsistent with its standard safety practices, its material and equipment
specifications, its design criteria and construction procedures, its labor agreements, and
Applicable Laws and Regulations. In the event Distribution Provider reasonably expects
that it will not be able to complete Distribution Provider's Interconnection Facilities,
Distribution Upgrades, and Reliability Network Upgrades by the specified dates,
Distribution Provider shall promptly provide written notice to Interconnection Customer
and shall undertake Reasonable Efforts to meet the earliest dates thereafter.
5.2 [Reserved]
5.3 [Reserved]
5.4 Power System Stabilizers. The Interconnection Customer shall procure, install,
maintain and operate Power System Stabilizers in accordance with Applicable Reliability
Standards, the guidelines and procedures established by the Applicable Reliability
Council, and in accordance with the provisions of Section 4.6.5.1 of the ISO Tariff.
Distribution Provider reserves the right to reasonably establish minimum acceptable
settings for any installed Power System Stabilizers, subject to the design and operating
limitations of the Generating Facility. If the Generating Facility’s Power System
Stabilizers are removed from service or not capable of automatic operation,
Interconnection Customer shall immediately notify Distribution Provider and Distribution
Provider's system operator, or its designated representative. The requirements of this
paragraph shall not apply to wind generators of the induction type.
5.5 Equipment Procurement. Distribution Provider shall commence design of Distribution
Provider's Interconnection Facilities, Distribution Upgrades, or Reliability Network
Upgrades and procure necessary equipment as soon as practicable after all of the
following conditions are satisfied, unless the Parties otherwise agree in writing:
5.5.1 Interconnection Customer has provided security to Distribution Provider in
accordance with Article 11.5 by the dates specified in Appendix B, Milestones.
5.6 Construction Commencement. Distribution Provider shall commence construction of
Distribution Provider's Interconnection Facilities, Distribution Upgrades, and Reliability
Network Upgrades for which it is responsible as soon as practicable after the following
additional conditions are satisfied:
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5.6.1 Approval of the appropriate Governmental Authority has been obtained for any
facilities requiring regulatory approval;
5.6.2 Necessary real property rights and rights-of-way have been obtained, to the extent
required for the construction of a discrete aspect of Distribution Provider's
Interconnection Facilities, Distribution Upgrades, and Reliability Network
Upgrades; and
5.6.3 Interconnection Customer has provided security to Distribution Provider in
accordance with Article 11.5 by the dates specified in Appendix B, Milestones.
5.7 Work Progress. The Parties will keep each other advised periodically as to the progress
of their respective design, procurement and construction efforts. Either Party may, at any
time, request a progress report from the other Party.
5.8 Information Exchange. As soon as reasonably practicable after the Effective Date, the
Parties shall exchange information regarding the design and compatibility of the Parties’
Interconnection Facilities and compatibility of the Interconnection Facilities with
Distribution Provider’s Distribution System, and shall work diligently and in good faith
to make any necessary design changes.
5.9 [Reserved]
5.10 Interconnection Customer’s Interconnection Facilities ('ICIF'). Interconnection
Customer shall, at its expense, design, procure, construct, own and install the ICIF, as set
forth in Appendix A of the GIA.
5.10.1 Interconnection Customer’s Interconnection Facility Specifications.
Interconnection Customer shall submit initial specifications for the ICIF,
including System Protection Facilities, to Distribution Provider within sixty (60)
Calendar Days after the Effective Date or upon such other date as mutually agreed
upon by the Parties as set forth in Appendix B, Milestones; and final
specifications for review and comment within one hundred twenty (120) Calendar
Days after the Effective Date or upon such other date as mutually agreed upon by
the Parties as set forth in Appendix B, Milestones. Distribution Provider shall
review such specifications to ensure that the ICIF are compatible with the
technical specifications, operational control, and safety requirements of
Distribution Provider and comment on such specifications within thirty (30)
Calendar Days of Interconnection Customer's submission. All specifications
provided hereunder shall be deemed confidential.
5.10.2 Distribution Provider’s Review. Distribution Provider's review of
Interconnection Customer's final specifications shall not be construed as
confirming, endorsing, or providing a warranty as to the design, fitness, safety,
durability or reliability of the Generating Facility, or the ICIF. Interconnection
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Customer shall make such changes to the ICIF as may reasonably be required by
Distribution Provider, in accordance with Good Utility Practice, to ensure that the
ICIF are compatible with the technical specifications, operational control, and
safety requirements of Distribution Provider.
5.10.3 ICIF Construction. The ICIF shall be designed and constructed in accordance
with Good Utility Practice. Within one hundred twenty (120) Calendar Days
following the completion of construction of the ICIF, unless the Parties agree on
another mutually acceptable deadline, Interconnection Customer shall deliver to
Distribution Provider “as-built” drawings, information and documents for the
ICIF, such as: a one-line diagram, a site plan showing the Generating Facility and
the ICIF, plan and elevation drawings showing the layout of the ICIF, a relay
functional diagram, relaying AC and DC schematic wiring diagrams and relay
settings for all facilities associated with Interconnection Customer's step-up
transformers, the facilities connecting the Generating Facility to the step-up
transformers and the ICIF, and the impedances (determined by factory tests) for
the associated step-up transformers and the Generating Facility. The
Interconnection Customer shall provide Distribution Provider specifications for
the excitation system, automatic voltage regulator, Generating Facility control and
protection settings, transformer tap settings, and communications, if applicable.
5.10.4 Interconnection Customer to Meet Requirements of the Distribution
Provider’s Interconnection Handbook. The Interconnection Customer shall
comply with the Distribution Provider’s Interconnection Handbook. In the event
of a conflict between the terms of this GIA and the terms of the Distribution
Provider’s Interconnection Handbook, the terms in this GIA shall govern.
5.11 Distribution Provider's Interconnection Facilities Construction. Distribution
Provider's Interconnection Facilities shall be designed and constructed in accordance with
Good Utility Practice. Upon request, within one hundred twenty (120) Calendar Days
following the completion of construction of the Distribution Provider's Interconnection
Facilities, unless the Parties agree on another mutually acceptable deadline, Distribution
Provider shall deliver to Interconnection Customer the following “as-built” drawings,
information and documents for Distribution Provider's Interconnection Facilities [include
appropriate drawings and relay diagrams]: No as-built drawings will be provided.
5.12 Access Rights. Upon reasonable notice and supervision by a Party, and subject to any
required or necessary regulatory approvals, a Party (“Granting Party”) shall furnish at no
cost to the other Party (“Access Party”) any rights of use, licenses, rights of way and
easements with respect to lands owned or controlled by the Granting Party, its agents (if
allowed under the applicable agency agreement), or any Affiliate, that are necessary to
enable the Access Party to obtain ingress and egress to construct, operate, maintain,
repair, test (or witness testing), inspect, replace or remove facilities and equipment to: (i)
interconnect the Generating Facility with the Distribution System; (ii) operate and
maintain the Generating Facility, the Interconnection Facilities and the Distribution
System; and (iii) disconnect or remove the Access Party’s facilities and equipment upon
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termination of this GIA. In exercising such licenses, rights of way and easements, the
Access Party shall not unreasonably disrupt or interfere with normal operation of the
Granting Party’s business and shall adhere to the safety rules and procedures established
in advance, as may be changed from time to time, by the Granting Party and provided to
the Access Party.
5.13 Lands of Other Property Owners. If any part of Distribution Provider or Distribution
Owner's Interconnection Facilities, Distribution Upgrades, and/or Reliability Network
Upgrades is to be installed on property owned by persons other than Interconnection
Customer or Distribution Provider or Distribution Owner, Distribution Provider or
Distribution Owner shall at Interconnection Customer's expense use efforts, similar in
nature and extent to those that it typically undertakes on its own behalf or on behalf of its
Affiliates, including use of its eminent domain authority, and to the extent consistent with
state law, to procure from such persons any rights of use, licenses, rights of way and
easements that are necessary to construct, operate, maintain, test, inspect, replace or
remove Distribution Provider or Distribution Owner's Interconnection Facilities,
Distribution Upgrades, and/or Reliability Network Upgrades upon such property.
5.14 Permits. Distribution Provider or Distribution Owner and Interconnection Customer
shall cooperate with each other in good faith in obtaining all permits, licenses and
authorizations that are necessary to accomplish the interconnection in compliance with
Applicable Laws and Regulations. With respect to this paragraph, Distribution Provider
or Distribution Owner shall provide permitting assistance to Interconnection Customer
comparable to that provided to Distribution Provider's own, or an Affiliate's generation.
5.15 [Reserved]
5.16 [Reserved]
5.17 Taxes.
5.17.1 Interconnection Customer Payments Not Taxable. The Parties intend that all
payments or property transfers made by Interconnection Customer to Distribution
Provider for the installation of Distribution Provider's Interconnection Facilities,
Distribution Upgrades, and the Reliability Network Upgrades shall be non-
taxable, either as contributions to capital, or as an advance, in accordance with the
Internal Revenue Code and any applicable state income tax laws and shall not be
taxable as contributions in aid of construction or otherwise under the Internal
Revenue Code and any applicable state income tax laws.
5.17.2 Representations and Covenants. In accordance with IRS Notice 2016-36,
Interconnection Customer represents and covenants that (i) ownership of the
electricity generated or delivered from storage at the Generating Facility will pass
to another party prior to the transmission of the electricity on the Distribution
System, (ii) for income tax purposes, the amount of any payments and the cost of
any property transferred to Distribution Provider for Distribution Provider’s
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Interconnection Facilities will be capitalized by Interconnection Customer as an
intangible asset and recovered using the straight-line method over a useful life of
twenty (20) years, and (iii) any portion of Distribution Provider’s Interconnection
Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 2016-36,
is reasonably expected to carry only a de minimis amount of electricity in the
direction of the Generating Facility. For this purpose, “de minimis amount”
means no more than 5 percent of the total power flows in both directions,
calculated in accordance with the “5 percent test” set forth in IRS Notice 2016-36.
This is not intended to be an exclusive list of the relevant conditions that must be
met to conform to IRS requirements for non-taxable treatment.
At Distribution Provider’s request, Interconnection Customer shall provide
Distribution Provider with a report from an independent engineer confirming its
representation in clause (iii), above. Distribution Provider represents and
covenants that the cost of Distribution Provider’s Interconnection Facilities paid
for by Interconnection Customer will have no net effect on the base upon which
rates are determined.
5.17.3 Indemnification for the Cost Consequences of Current Tax Liability Imposed
Upon the Distribution Provider. Notwithstanding Article 5.17.1,
Interconnection Customer shall protect, indemnify and hold harmless Distribution
Provider from the cost consequences of any current tax liability imposed against
Distribution Provider as the result of payments or property transfers made by
Interconnection Customer to Distribution Provider under this GIA for
Interconnection Facilities, as well as any interest and penalties, other than interest
and penalties attributable to any delay caused by Distribution Provider.
Distribution Provider shall not include a gross-up for the cost consequences of
any current tax liability in the amounts it charges Interconnection Customer under
this GIA unless (i) Distribution Provider has determined, in good faith, that the
payments or property transfers made by Interconnection Customer to Distribution
Provider should be reported as income subject to taxation or (ii) any
Governmental Authority directs Distribution Provider to report payments or
property transfers as income subject to taxation; provided, however, that
Distribution Provider may require Interconnection Customer to provide security
for Interconnection Facilities, in a form reasonably acceptable to Distribution
Provider (such as a parental guarantee or a letter of credit), in an amount equal to
the cost consequences of any current tax liability under this Article 5.17.
Interconnection Customer shall reimburse Distribution Provider for such costs on
a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30)
Calendar Days of receiving written notification from Distribution Provider of the
amount due, including detail about how the amount was calculated.
The indemnification obligation shall terminate at the earlier of (1) the expiration
of the ten (10) year testing period and the applicable statute of limitation, as it
may be extended by Distribution Provider upon request of the IRS, to keep these
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years open for audit or adjustment, or (2) the occurrence of a subsequent taxable
event and the payment of any related indemnification obligations as contemplated
by this Article 5.17.
5.17.4 Tax Gross-Up Amount. Interconnection Customer's liability for the cost
consequences of any current tax liability under this Article 5.17 shall be
calculated on a fully grossed-up basis. Except as may otherwise be agreed to by
the parties, this means that Interconnection Customer will pay Distribution
Provider, in addition to the amount paid for the Interconnection Facilities,
Distribution Upgrades, and Reliability Network Upgrades, an amount equal to (1)
the current taxes imposed on Distribution Provider (“Current Taxes”) on the
excess of (a) the gross income realized by Distribution Provider as a result of
payments or property transfers made by Interconnection Customer to Distribution
Provider under this GIA (without regard to any payments under this Article 5.17)
(the “Gross Income Amount”) over (b) the present value of future tax deductions
for depreciation that will be available as a result of such payments or property
transfers (the “Present Value Depreciation Amount”), plus (2) an additional
amount sufficient to permit Distribution Provider to receive and retain, after the
payment of all Current Taxes, an amount equal to the net amount described in
clause (1).
For this purpose, (i) Current Taxes shall be computed based on Distribution
Provider’s composite federal and state tax rates at the time the payments or
property transfers are received and Distribution Provider will be treated as being
subject to tax at the highest marginal rates in effect at that time (the “Current Tax
Rate”), and (ii) the Present Value Depreciation Amount shall be computed by
discounting Distribution Provider’s anticipated tax depreciation deductions as a
result of such payments or property transfers by Distribution Provider’s current
weighted average cost of capital. Thus, the formula for calculating
Interconnection Customer's liability to Distribution Owner pursuant to this Article
5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount –
Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection
Customer's estimated tax liability in the event taxes are imposed shall be stated in
Appendix A, Interconnection Facilities, Reliability Network Upgrades and
Distribution Upgrades.
5.17.5 Private Letter Ruling or Change or Clarification of Law. At Interconnection
Customer’s request and expense, Distribution Provider shall file with the IRS a
request for a private letter ruling as to whether any property transferred or sums
paid, or to be paid, by Interconnection Customer to Distribution Provider under
this GIA are subject to federal income taxation. Interconnection Customer will
prepare the initial draft of the request for a private letter ruling, and will certify
under penalties of perjury that all facts represented in such request are true and
accurate to the best of Interconnection Customer's knowledge. Distribution
Provider and Interconnection Customer shall cooperate in good faith with respect
to the submission of such request.
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Distribution Provider shall keep Interconnection Customer fully informed of the
status of such request for a private letter ruling and shall execute either a privacy
act waiver or a limited power of attorney, in a form acceptable to the IRS, that
authorizes Interconnection Customer to participate in all discussions with the IRS
regarding such request for a private letter ruling. Distribution Provider shall
allow Interconnection Customer to attend all meetings with IRS officials about
the request and shall permit Interconnection Customer to prepare the initial drafts
of any follow-up letters in connection with the request.
5.17.6 Subsequent Taxable Events. If, within ten (10) years from the date on which the
relevant Distribution Provider's Interconnection Facilities are placed in service, (i)
Interconnection Customer Breaches the covenants contained in Article 5.17.2, or
(ii) a "disqualification event" occurs within the meaning of IRS Notice 2016-36,
Interconnection Customer shall pay a tax gross-up for the cost consequences of
any current tax liability imposed on Distribution Provider in the form of a
nonrefundable cash payment, calculated using the methodology described in
Article 5.17.4 and in accordance with IRS Notice 2016-36.
5.17.7 Contests. In the event any Governmental Authority determines that Distribution
Provider’s receipt of payments or property constitutes income that is subject to
taxation, Distribution Provider shall notify Interconnection Customer, in writing,
within thirty (30) Calendar Days of receiving notification of such determination
by a Governmental Authority. Upon the timely written request by
Interconnection Customer and at Interconnection Customer's sole expense,
Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose
such determination. Upon Interconnection Customer's written request and sole
expense, Distribution Provider may file a claim for refund with respect to any
taxes paid under this Article 5.17, whether or not it has received such a
determination. Distribution Provider reserves the right to make all decisions with
regard to the prosecution of such appeal, protest, abatement or other contest,
including the selection of counsel and compromise or settlement of the claim, but
Distribution Provider shall keep Interconnection Customer informed, shall
consider in good faith suggestions from Interconnection Customer about the
conduct of the contest, and shall reasonably permit Interconnection Customer or
an Interconnection Customer representative to attend contest proceedings.
Interconnection Customer shall pay to Distribution Provider on a periodic basis,
as invoiced by Distribution Provider, Distribution Provider’s documented
reasonable costs of prosecuting such appeal, protest, abatement or other contest.
At any time during the contest, Distribution Provider may agree to a settlement
either with Interconnection Customer's consent or after obtaining written advice
from nationally-recognized tax counsel, selected by Distribution Provider, but
reasonably acceptable to Interconnection Customer, that the proposed settlement
represents a reasonable settlement given the hazards of litigation. Interconnection
Customer's obligation shall be based on the amount of the settlement agreed to by
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Interconnection Customer, or if a higher amount, so much of the settlement that is
supported by the written advice from nationally-recognized tax counsel selected
under the terms of the preceding sentence. The settlement amount shall be
calculated on a fully-grossed-up basis to cover any related cost consequences of
the current tax liability. Any settlement without Interconnection Customer's
consent or such written advice will relieve Interconnection Customer from any
obligation to indemnify Distribution Provider for the tax at issue in the contest.
5.17.8 Refund. In the event that (a) a private letter ruling is issued to Distribution
Provider which holds that any amount paid or the value of any property
transferred by Interconnection Customer to Distribution Provider under the terms
of this GIA is not subject to federal income taxation, (b) any legislative change or
administrative announcement, notice, ruling or other determination makes it
reasonably clear to Distribution Provider in good faith that any amount paid or the
value of any property transferred by Interconnection Customer to Distribution
Provider under the terms of this GIA is not taxable to Distribution Provider, (c)
any abatement, appeal, protest, or other contest results in a determination that any
payments or transfers made by Interconnection Customer to Distribution Provider
are not subject to federal income tax, or (d) if Distribution Provider receives a
refund from any taxing authority for any overpayment of tax attributable to any
payment or property transfer made by Interconnection Customer to Distribution
Provider pursuant to this GIA, Distribution Provider shall promptly refund to
Interconnection Customer the following:
(i) any payment made by Interconnection Customer under this Article 5.17
for taxes that is attributable to the amount determined to be non-taxable,
together with interest thereon,
(ii) interest on any amounts paid by Interconnection Customer to
Distribution Provider for such taxes which Distribution Provider did not
submit to the taxing authority, calculated in accordance with the
methodology set forth in FERC’s regulations at 18 CFR §35.19a(a)(2)(iii)
from the date payment was made by Interconnection Customer to the date
Distribution Provider refunds such payment to Interconnection Customer,
and
(iii) with respect to any such taxes paid by Distribution Provider, any
refund or credit Distribution Provider receives or to which it may be
entitled from any Governmental Authority, interest (or that portion thereof
attributable to the payment described in clause (i), above) owed to
Distribution Provider for such overpayment of taxes (including any
reduction in interest otherwise payable by Distribution Provider to any
Governmental Authority resulting from an offset or credit); provided,
however, that Distribution Provider will remit such amount promptly to
Interconnection Customer only after and to the extent that Distribution
Provider has received a tax refund, credit or offset from any Governmental
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Authority for any applicable overpayment of income tax related to
Distribution Provider's Interconnection Facilities.
The intent of this provision is to leave the Parties, to the extent practicable, in the
event that no taxes are due with respect to any payment for Interconnection
Facilities, Distribution Upgrades, and Reliability Network Upgrades hereunder, in
the same position they would have been in had no such tax payments been made.
5.17.9 Taxes Other Than Income Taxes. Upon the timely request by Interconnection
Customer, and at Interconnection Customer’s sole expense, Distribution Provider
may appeal, protest, seek abatement of, or otherwise contest any tax (other than
federal or state income tax) asserted or assessed against Distribution Provider for
which Interconnection Customer may be required to reimburse Distribution
Provider under the terms of this GIA. Interconnection Customer shall pay to
Distribution Provider on a periodic basis, as invoiced by Distribution Provider,
Distribution Provider’s documented reasonable costs of prosecuting such appeal,
protest, abatement, or other contest. Interconnection Customer and Distribution
Provider shall cooperate in good faith with respect to any such contest. Unless
the payment of such taxes is a prerequisite to an appeal or abatement or cannot be
deferred, no amount shall be payable by Interconnection Customer to Distribution
Provider for such taxes until they are assessed by a final, non-appealable order by
any court or agency of competent jurisdiction. In the event that a tax payment is
withheld and ultimately due and payable after appeal, Interconnection Customer
will be responsible for all taxes, interest and penalties, other than penalties
attributable to any delay caused by Distribution Provider.
5.17.10 Distribution Owners Who Are Not Distribution Providers. If Distribution
Provider is not the same entity as the Distribution Owner, then (i) all references in
this Article 5.17 to Distribution Provider shall be deemed also to refer to and to
include the Distribution Owner, as appropriate, and (ii) this GIA shall not become
effective until such Distribution Owner shall have agreed in writing to assume all
of the duties and obligations of Distribution Provider under this Article 5.17 of
this GIA.
5.18 Tax Status. Each Party shall cooperate with the other to maintain the other Party’s tax
status. Nothing in this GIA is intended to adversely affect any Distribution Provider’s tax
exempt status with respect to the issuance of bonds including, but not limited to, Local
Furnishing Bonds.
5.19 Modification.
5.19.1 General. Either Party may undertake modifications to its facilities. If a Party
plans to undertake a modification that reasonably may be expected to affect the
other Party's facilities, that Party shall provide to the other Party sufficient
information regarding such modification so that the other Party may evaluate the
potential impact of such modification prior to commencement of the work. Such
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information shall be deemed to be confidential hereunder and shall include
information concerning the timing of such modifications and whether such
modifications are expected to interrupt the flow of electricity from the Generating
Facility. The Party desiring to perform such work shall provide the relevant
drawings, plans, and specifications to the other Party at least ninety (90) Calendar
Days in advance of the commencement of the work or such shorter period upon
which the Parties may agree, which agreement shall not unreasonably be
withheld, conditioned or delayed.
In the case of Generating Facility modifications that do not require
Interconnection Customer to submit an Interconnection Request, Distribution
Provider shall provide, within thirty (30) Calendar Days (or such other time as the
Parties may agree), an estimate of any additional modifications to the Distribution
System, Distribution Provider's Interconnection Facilities, Distribution Upgrades,
or Reliability Network Upgrades necessitated by such Interconnection Customer
modification and a good faith estimate of the costs thereof.
5.19.2 Standards. Any additions, modifications, or replacements made to a Party’s
facilities shall be designed, constructed and operated in accordance with this GIA
and Good Utility Practice.
5.19.3 Modification Costs. Interconnection Customer shall not be directly assigned for
the costs of any additions, modifications, or replacements that Distribution
Provider makes to Distribution Provider's Interconnection Facilities or the
Distribution System to facilitate the interconnection of a third party to
Distribution Provider's Interconnection Facilities or the Distribution System, or to
provide transmission service to a third party under Distribution Provider's Tariff.
Interconnection Customer shall be responsible for the costs of any additions,
modifications, or replacements to Interconnection Customer's Interconnection
Facilities that may be necessary to maintain or upgrade such Interconnection
Customer's Interconnection Facilities consistent with Applicable Laws and
Regulations, Applicable Reliability Standards or Good Utility Practice.
Article 6. Testing and Inspection
6.1 Pre-Operation Testing and Modifications. Prior to placing in operation any new
facilities identified in Appendix A to this GIA, Distribution Provider shall test such new
Distribution Provider's Interconnection Facilities, Distribution Upgrades, and Reliability
Network Upgrades and Interconnection Customer shall test the Interconnection
Customer’s Interconnection Facilities to ensure their safe and reliable operation. Similar
testing may be required after initial operation. Each Party shall make any modifications
to its facilities that are found to be necessary as a result of such testing. Interconnection
Customer shall bear the cost of all such testing and modifications.
6.1.1 Modified Generating Facility or Electric Generating Units. If modifications
to the Generating Facility, including the replacement of Electric Generating Units,
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have been approved by the Distribution Provider pursuant to Section 15.3 of the
Tariff, as identified in Appendix C, Interconnection Details, of the GIA,
Interconnection Customer shall test the Interconnection Customer’s Generating
Facility to ensure its safe and reliable operation. Similar testing may be required
after initial operation. The Interconnection Customer shall make any
modifications to its Generating Facility that are found to be necessary as a result
of such testing. Interconnection Customer shall bear the cost of all such testing
and modifications. The Interconnection Customer shall not commence initial
parallel operation of a new or modified Electric Generating Unit, with the
Distribution Provider’s Distribution System until the Distribution Provider
provides prior written approval as set forth in Appendix B, Milestones, which
approval shall not be unreasonably withheld, for operation of such Electric
Generating Unit. Interconnection Customer shall generate or receive test energy at
the Generating Facility only if it has arranged for the delivery or receipt of such
test energy.
6.2 Post-Operation Testing and Modifications. Each Party shall at its own expense
perform routine inspection and testing of its facilities and equipment in accordance with
Good Utility Practice as may be necessary to ensure the continued interconnection of the
Generating Facility with the Distribution System in a safe and reliable manner. Each
Party shall have the right, upon advance written notice, to require reasonable additional
testing of the other Party’s facilities, at the requesting Party’s expense, as may be in
accordance with Good Utility Practice.
6.3 Right to Observe Testing. Each Party shall notify the other Party in advance of its
performance of tests of its Interconnection Facilities. The other Party has the right, at its
own expense, to observe such testing.
6.4 Right to Inspect. Each Party shall have the right, but shall have no obligation to:
(i) observe the other Party’s tests and/or inspection of any of its System Protection
Facilities and other protective equipment, including Power System Stabilizers; (ii) review
the settings of the other Party’s System Protection Facilities and other protective
equipment; and (iii) review the other Party’s maintenance records relative to the
Interconnection Facilities, the System Protection Facilities and other protective
equipment. A Party may exercise these rights from time to time as it deems necessary
upon reasonable notice to the other Party. The exercise or non-exercise by a Party of any
such rights shall not be construed as an endorsement or confirmation of any element or
condition of the Interconnection Facilities or the System Protection Facilities or other
protective equipment or the operation thereof, or as a warranty as to the fitness, safety,
desirability, or reliability of same. Any information that a Party obtains through the
exercise of any of its rights under this Article 6.4 shall be deemed to be Confidential
Information and treated pursuant to Article 22 of this GIA.
Article 7. Metering
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7.1 General. Each Party shall comply with any Applicable Reliability Standards and the
Applicable Reliability Council requirements. The Interconnection Customer shall
comply with the provisions of the ISO Tariff regarding metering, including Section 10 of
the ISO Tariff. Unless otherwise agreed by the Parties, Distribution Provider may install
additional Metering Equipment at the Point of Interconnection prior to any operation of
the Generating Facility and shall own, operate, test and maintain such Metering
Equipment. Power flows to and from the Generating Facility shall be measured at or, at
Distribution Provider’s option, compensated to, the Point of Interconnection.
Interconnection Customer’s access to meter data shall be provided in accordance with the
ISO Tariff. Interconnection Customer shall bear all reasonable documented costs
associated with the purchase, installation, operation, testing and maintenance of the
Metering Equipment.
7.2 Check Meters. Interconnection Customer, at its option and expense, may install and
operate, on its premises and on its side of the Point of Interconnection, one or more check
meters to check the ISO-polled meters or Distribution Provider’s meters. Such check
meters shall be for check purposes only and shall not be used for the measurement of
power flows for purposes of this GIA, except in the case that no other means are
available on a temporary basis at the option of the Distribution Provider. The check
meters shall be subject at all reasonable times to inspection and examination by
Distribution Provider or its designee. The installation, operation and maintenance thereof
shall be performed entirely by Interconnection Customer in accordance with Good Utility
Practice.
7.3 Distribution Provider Retail Metering. Distribution Provider may install retail revenue
quality meters and associated equipment, pursuant to the Distribution Provider’s
applicable retail tariffs.
Article 8. Communications
8.1 Interconnection Customer Obligations. Interconnection Customer shall maintain
satisfactory operating communications with Distribution Provider's Distribution System
dispatcher or representative designated by Distribution Provider. Interconnection
Customer shall provide standard voice line, dedicated voice line and facsimile
communications at its Generating Facility control room or central dispatch facility
through use of either the public telephone system, or a voice communications system that
does not rely on the public telephone system. Interconnection Customer shall also
provide the dedicated data circuit(s) necessary to provide Interconnection Customer data
to Distribution Provider as set forth in Appendix D, Security Arrangements Details. The
data circuit(s) shall extend from the Generating Facility to the location(s) specified by
Distribution Provider. Any required maintenance of such communications equipment
shall be performed by Interconnection Customer. Operational communications shall be
activated and maintained under, but not be limited to, the following events: system
paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances,
and hourly and daily load data.
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8.2 Remote Terminal Unit. A Remote Terminal Unit, or equivalent data collection and
transfer equipment acceptable to the Parties, shall be installed by Interconnection
Customer, or by Distribution Provider at Interconnection Customer's expense, to gather
accumulated and instantaneous data to be telemetered to the location(s) designated by
Distribution Provider through use of a dedicated point-to-point data circuit(s) as indicated
in Article 8.1. The communication protocol for the data circuit(s) shall be specified by
Distribution Provider. Instantaneous bi-directional analog real power and reactive power
flow information must be telemetered directly to the location(s) specified by Distribution
Provider.
Each Party will promptly advise the other Party if it detects or otherwise learns of any
metering, telemetry or communications equipment errors or malfunctions that require the
attention and/or correction by the other Party. The Party owning such equipment shall
correct such error or malfunction as soon as reasonably feasible.
8.3 No Annexation. Any and all equipment placed on the premises of a Party shall be and
remain the property of the Party providing such equipment regardless of the mode and
manner of annexation or attachment to real property, unless otherwise mutually agreed by
the Parties.
Article 9. Operations
9.1 General. Each Party shall comply with Applicable Reliability Standards and the
Applicable Reliability Council requirements. Each Party shall provide to the other Party
all information that may reasonably be required by the other Party to comply with
Applicable Laws and Regulations and Applicable Reliability Standards.
9.2 Control Area Notification. If Interconnection Customer elects to locate the Generating
Facility in a Control Area other than the Control Area in which the Generating Facility is
physically located, and if permitted to do so by the relevant transmission tariffs, all
necessary arrangements, including but not limited to those set forth in Article 7 and
Article 8 of this GIA, and remote Control Area generator interchange agreements, if
applicable, and the appropriate measures under such agreements, shall be executed and
implemented prior to the placement of the Generating Facility in the other Control Area.
9.3 Distribution Provider Obligations. Distribution Provider shall cause the Distribution
System and Distribution Provider's Interconnection Facilities to be operated, maintained
and controlled in a safe and reliable manner and in accordance with this GIA.
Distribution Provider may provide operating instructions to Interconnection Customer
consistent with this GIA and Distribution Provider’s operating protocols and procedures
as they may change from time to time. Distribution Provider will consider changes to its
operating protocols and procedures proposed by Interconnection Customer.
9.4 Interconnection Customer Obligations. Interconnection Customer shall at its own
expense operate, maintain and control the Generating Facility and Interconnection
Customer’s Interconnection Facilities in a safe and reliable manner and in accordance
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with this GIA. Interconnection Customer shall operate the Generating Facility and
Interconnection Customer's Interconnection Facilities in accordance with all applicable
requirements of the Control Area of which it is part, as such requirements are set forth in
Appendix C, Interconnection Details, of this GIA. Appendix C, Interconnection Details,
will be modified to reflect changes to the requirements as they may change from time to
time. Either Party may request that the other Party provide copies of the requirements set
forth in Appendix C, Interconnection Details, of this GIA.
9.5 Start-Up and Synchronization. Consistent with the Parties’ mutually acceptable
procedures, Interconnection Customer is responsible for the proper synchronization of the
Generating Facility to Distribution Provider’s Distribution System.
9.6 Reactive Power and Primary Frequency Response.
9.6.1 Power Factor Design Criteria.
9.6.1.1 Synchronous Generation. Interconnection Customer shall ensure the
Generating Facility maintains a composite power delivery at continuous rated
power output at the Point of Interconnection at a power factor within the range of
0.95 leading to 0.95 lagging, unless the Distribution Provider has established
different requirements that apply to all synchronous generators in the Control
Area on a comparable basis.
9.6.1.2 Non-Synchronous Generation.
9.6.1.2.1 Existing Generating Facility and Electric Generating Units.
The Interconnection Customer shall ensure that existing
interconnected non-synchronous generators will maintain a
composite power delivery at continuous rated power output at the
Point of Interconnection consistent with historical performance
under the IFA, as may be set forth in Appendix C,
Interconnection Details, of the GIA unless a study performed by
the Distribution Provider shows that the Generating Facility is
required to maintain a power factor within the range of 0.95
leading to 0.95 lagging to ensure safety or reliability.
9.6.1.2.2 New or Modified Electric Generating Units. Electric
Generating Units that are replaced or modified pursuant to
Section 15.3 of the Tariff, and as identified in Appendix C,
Interconnection Details, of the GIA, shall be designed to
maintain a composite power delivery at continuous rated power
output at the high-side of the generator substation, or equivalent
location when there is not a generator substation, at a power
factor within the range of 0.95 leading to 0.95 lagging, unless the
Distribution Provider has established a different power factor
range that applies to all non-synchronous generators in the
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Control Area on a comparable basis. This power factor range
standard shall be dynamic and can be met using, for example,
power electronics designed to supply this level of reactive
capability (taking into account any limitations due to voltage
level, real power output, etc.) or fixed and switched capacitors,
or a combination of the two.
9.6.2 Voltage Schedules. Once Interconnection Customer has synchronized the
Generating Facility with the Distribution System, Distribution Provider shall
require Interconnection Customer to operate the Generating Facility to produce or
absorb reactive power within the design limitations of the Generating Facility set
forth in Article 9.6.1 (Power Factor Design Criteria). Distribution Provider’s
voltage schedules shall treat all sources of reactive power interconnected with the
Distribution System in an equitable and not unduly discriminatory manner and
consistent with the applicable requirements of the ISO Tariff. Distribution
Provider shall exercise Reasonable Efforts to provide Interconnection Customer
with such schedules at least one (1) day in advance, and may make changes to
such schedules as necessary to maintain the reliability of the Distribution System
and Transmission System. Interconnection Customer shall operate the Generating
Facility to maintain the specified output voltage or power factor at the Point of
Interconnection within the design limitations of the Generating Facility set forth
in Article 9.6.1 (Power Factor Design Criteria). If Interconnection Customer is
unable to maintain the specified voltage or power factor, it shall promptly notify
the Distribution Provider and the ISO.
9.6.2.1 Voltage Regulators. Whenever the Generating Facility is operated in
parallel with the Distribution System and voltage regulators are capable of
operation, Interconnection Customer shall operate the Generating Facility
with its voltage regulators in automatic operation. If the Generating
Facility's voltage regulators are not capable of such automatic operation,
Interconnection Customer shall immediately notify Distribution Provider
and the ISO, and ensure that the Electric Generating Unit operates as
specified in Article 9.6.2 through manual operation and that such
Generating Facility’s reactive power production or absorption (measured
in MVARs) are within the design capability of the Generating Facility's
generating unit(s) and steady state stability limits. Interconnection
Customer shall not cause its Generating Facility to disconnect
automatically or instantaneously from the Distribution System or trip any
generating unit comprising the Generating Facility for an under or over
frequency condition unless the abnormal frequency condition persists for a
time period beyond the limits set forth in ANSI/IEEE Standard C37.106,
or such other standard as applied to other generators in the Control Area
on a comparable basis.
9.6.3 Payment for Reactive Power. Payment to Interconnection Customer for reactive
power that Interconnection Customer provides or absorbs from the Generating
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Facility when the ISO requests Interconnection Customer to operate its
Generating Facility outside the range specified in Article 9.6.1 will be made by
the ISO in accordance with the applicable provisions of the ISO Tariff.
9.6.4 Primary Frequency Response.
9.6.4.1 Existing Generating Facility and Electric Generating Units.
Interconnection Customer shall ensure the primary frequency response
capability of an existing Generating Facility or Electric Generating Unit(s)
by maintaining, and operating a functioning governor or equivalent
controls consistent with those installed under the IFA. Whenever the
Generating Facility or Electric Generating Unit(s) is operated in parallel
with the Distribution System, Interconnection Customer shall operate the
Generating Facility or Electric Generating Unit(s) with its governor or
equivalent controls in service and responsive to frequency.
Interconnection Customer shall be required to provide the status and
settings of the governor or equivalent controls to Distribution Provider
and/or the relevant balancing authority upon request. If Interconnection
Customer needs to operate the Generating Facility or Electric Generating
Unit(s) with its governor or equivalent controls not in service,
Interconnection Customer shall immediately notify Distribution Provider
and the relevant balancing authority, and provide both with the following
information: (1) the operating status of the governor or equivalent controls
(i.e., whether it is currently out of service or when it will be taken out of
service); (2) the reasons for removing the governor or equivalent controls
from service; and (3) a reasonable estimate of when the governor or
equivalent controls will be returned to service. Interconnection Customer
shall make Reasonable Efforts to return its governor or equivalent controls
into service as soon as practicable. Interconnection Customer shall make
Reasonable Efforts to keep outages of the Generating Facility’s or Electric
Generating Unit’s governor or equivalent controls to a minimum
whenever the Generating Facility or Electric Generating Unit(s) is
operated in parallel with the Distribution System.
9.6.4.2 New or Modified Electric Generating Units. For Electric Generating
Units that are replaced or modified pursuant to Section 15.3 of the Tariff,
and as identified in Appendix C, Interconnection Details, of the GIA,
Interconnection Customer shall ensure the primary frequency response
capability of such Electric Generating Units by installing, maintaining,
and operating a functioning governor or equivalent controls. The term
“functioning governor or equivalent controls” as used herein shall mean
the required hardware and/or software that provides frequency responsive
real power control with the ability to sense changes in system frequency
and autonomously adjust the Electric Generating Unit’s real power output
in accordance with the droop and deadband parameters and in the
direction needed to correct frequency deviations. Interconnection
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Customer is required to install a governor or equivalent controls with the
capability of operating: (1) with a maximum 5 percent droop and ±0.036
Hz deadband; or (2) in accordance with the relevant droop, deadband, and
timely and sustained response settings from Applicable Reliability
Standards providing for equivalent or more stringent parameters. The
droop characteristic shall be: (1) based on the nameplate capacity of the
Electric Generating Unit(s), and shall be linear in the range of frequencies
between 59 to 61 Hz that are outside of the deadband parameter; or (2)
based on Applicable Reliability Standards providing for an equivalent or
more stringent parameter. The deadband parameter shall be: the range of
frequencies above and below nominal (60 Hz) in which the governor or
equivalent controls is not expected to adjust the Electric Generating Unit’s
real power output in response to frequency deviations. The deadband shall
be implemented: (1) without a step to the droop curve, that is, once the
frequency deviation exceeds the deadband parameter, the expected change
in the Electric Generating Unit’s real power output in response to
frequency deviations shall start from zero and then increase (for under-
frequency deviations) or decrease (for over-frequency deviations) linearly
in proportion to the magnitude of the frequency deviation; or (2) in
accordance with Applicable Reliability Standards providing for an
equivalent or more stringent parameter. Interconnection Customer shall
notify Distribution Provider that the primary frequency response capability
of the Electric Generating Unit(s) has been tested and confirmed during
commissioning. Once Interconnection Customer has synchronized the
Electric Generating Unit(s) with the Distribution System, Interconnection
Customer shall operate the Electric Generating Unit(s) consistent with the
provisions specified in Articles 9.6.4.2.1 and 9.6.4.2.2 of this Agreement.
The primary frequency response requirements contained herein shall apply
to both synchronous and non-synchronous Electric Generating Units.
9.6.4.2.1 Governor or Equivalent Controls. Whenever the Electric
Generating Unit(s) is operated in parallel with the Distribution
System, Interconnection Customer shall operate the Electric
Generating Unit(s) with its governor or equivalent controls in
service and responsive to frequency. Interconnection Customer
shall: (1) in coordination with Distribution Provider and/or the
relevant balancing authority, set the deadband parameter to: (1) a
maximum of ±0.036 Hz and set the droop parameter to a
maximum of 5 percent; or (2) implement the relevant droop and
deadband settings from Applicable Reliability Standards that
provides for equivalent or more stringent parameters.
Interconnection Customer shall be required to provide the status
and settings of the governor or equivalent controls to Distribution
Provider and/or the relevant balancing authority upon request. If
Interconnection Customer needs to operate the Electric
Generating Unit(s) with its governor or equivalent controls not in
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service, Interconnection Customer shall immediately notify
Distribution Provider and the relevant balancing authority, and
provide both with the following information: (1) the operating
status of the governor or equivalent controls (i.e., whether it is
currently out of service or when it will be taken out of service);
(2) the reasons for removing the governor or equivalent controls
from service; and (3) a reasonable estimate of when the governor
or equivalent controls will be returned to service. Interconnection
Customer shall make Reasonable Efforts to return its governor or
equivalent controls into service as soon as practicable.
Interconnection Customer shall make Reasonable Efforts to keep
outages of the Electric Generating Unit’s governor or equivalent
controls to a minimum whenever the Electric Generating Unit(s)
is operated in parallel with the Distribution System.
9.6.4.2.2 Timely and Sustained Response. Interconnection Customer
shall ensure that the Electric Generating Unit’s real power
response to sustained frequency deviations outside of the
deadband setting is automatically provided and shall begin
immediately after frequency deviates outside of the deadband,
and to the extent the Electric Generating Unit(s) has operating
capability in the direction needed to correct the frequency
deviation. Interconnection Customer shall not block or otherwise
inhibit the ability of the governor or equivalent controls to
respond and shall ensure that the response is not inhibited, except
under certain operational constraints including, but not limited
to, ambient temperature limitations, physical energy limitations,
outages of mechanical equipment, or regulatory requirements.
The Electric Generating Unit(s) shall sustain the real power
response at least until system frequency returns to a value within
the deadband setting of the governor or equivalent controls. A
FERC-approved Applicable Reliability Standard with equivalent
or more stringent requirements shall supersede the above
requirements.
9.6.4.2.3 [Reserved]
9.6.4.2.4 Electric Storage Resources. Interconnection Customer
interconnecting an electric storage resource shall establish an
operating range in Appendix C of its GIA that specifies a
minimum state of charge and a maximum state of charge
between which the electric storage resource will be required to
provide primary frequency response consistent with the
conditions set forth in Articles 9.6.4.2, 9.6.4.2.1 and 9.6.4.2.2 of
this Agreement. Appendix C shall specify whether the operating
range is static or dynamic, and shall consider (1) the expected
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magnitude of frequency deviations in the interconnection; (2) the
expected duration that system frequency will remain outside of
the deadband parameter in the interconnection; (3) the expected
incidence of frequency deviations outside of the deadband
parameter in the interconnection; (4) the physical capabilities of
the electric storage resource; (5) operational limitations of the
electric storage resource due to manufacturer specifications; and
(6) any other relevant factors agreed to by Distribution Provider
and Interconnection Customer, and in consultation with the
relevant transmission owner or balancing authority as
appropriate. If the operating range is dynamic, then Appendix C
must establish how frequently the operating range will be
reevaluated and the factors that may be considered during its
reevaluation.
Interconnection Customer’s electric storage resource is required
to provide timely and sustained primary frequency response
consistent with Article 9.6.4.2.2 of this Agreement when it is
online and dispatched to inject electricity to the Distribution
System and/or receive electricity from the Distribution System.
This excludes circumstances when the electric storage resource is
not dispatched to inject electricity to the Distribution System
and/or dispatched to receive electricity from the Distribution
System. If Interconnection Customer’s electric storage resource
is charging at the time of a frequency deviation outside of its
deadband parameter, it is to increase (for over-frequency
deviations) or decrease (for under-frequency deviations) the rate
at which it is charging in accordance with its droop parameter.
Interconnection Customer’s electric storage resource is not
required to change from charging to discharging, or vice versa,
unless the response necessitated by the droop and deadband
settings requires it to do so and it is technically capable of
making such a transition.
9.7 Outages and Interruptions.
9.7.1 Outages.
9.7.1.1 Outage Authority and Coordination. Each Party may in accordance
with Good Utility Practice in coordination with the other Party remove
from service any of its respective Interconnection Facilities or Network
Upgrades that may impact the other Party's facilities as necessary to
perform maintenance or testing or to install or replace equipment. Absent
an Emergency Condition, the Party scheduling a removal of such
facility(ies) from service will use Reasonable Efforts to schedule such
removal on a date and time mutually acceptable to the Parties. In all
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circumstances, any Party planning to remove such facility(ies) from
service shall use Reasonable Efforts to minimize the effect on the other
Party of such removal.
9.7.1.2 Outage Schedules. Interconnection Customer shall submit its planned
maintenance schedules for the Generating Facility to Distribution Provider
for a minimum of a rolling twenty-four month period. Interconnection
Customer shall update its planned maintenance schedules as necessary.
Distribution Provider may request Interconnection Customer to reschedule
its maintenance as necessary to maintain the reliability of the Distribution
System and Transmission System. Distribution Provider shall compensate
Interconnection Customer for any additional direct costs that
Interconnection Customer incurs as a result of having to reschedule
maintenance, including any additional overtime, breaking of maintenance
contracts or other costs above and beyond the cost Interconnection
Customer would have incurred absent Distribution Provider’s request to
reschedule maintenance. Interconnection Customer will not be eligible to
receive compensation, if during the twelve (12) months prior to the date of
the scheduled maintenance, Interconnection Customer had modified its
schedule of maintenance activities. Distribution Provider shall have no
obligation to pay Interconnection Customer any costs the Interconnection
Customer incurs as the result of being directed by the ISO to reschedule
maintenance.
9.7.1.3 Outage Restoration. If an outage on a Party's Interconnection Facilities
or Network Upgrades adversely affects the other Party's operations or
facilities, the Party that owns or controls the facility that is out of service
shall use Reasonable Efforts to promptly restore such facility(ies) to a
normal operating condition consistent with the nature of the outage. The
Party that owns or controls the facility that is out of service shall provide
the other Party, to the extent such information is known, information on
the nature of the Emergency Condition, an estimated time of restoration,
and any corrective actions required. Initial verbal notice shall be followed
up as soon as practicable with written notice explaining the nature of the
outage.
9.7.2 Interruption of Service. If required by Good Utility Practice to do so,
Distribution Provider may require Interconnection Customer to interrupt or reduce
deliveries of electricity to or from the Generating Facility if such delivery of
electricity could adversely affect Distribution Provider’s ability to perform such
activities as are necessary to safely and reliably operate and maintain the
Distribution System and Transmission System. The following provisions shall
apply to any interruption or reduction permitted under this Article 9.7.2:
9.7.2.1 The interruption or reduction shall continue only for so long as reasonably
necessary under Good Utility Practice;
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9.7.2.2 Any such interruption or reduction shall be made on an equitable, non-
discriminatory basis with respect to all generating facilities directly
connected to the Distribution System;
9.7.2.3 When the interruption or reduction must be made under circumstances
which do not allow for advance notice, Distribution Provider shall notify
Interconnection Customer by telephone as soon as practicable of the
reasons for the curtailment, interruption, or reduction, and, if known, its
expected duration. Telephone notification shall be followed by written
notification as soon as practicable;
9.7.2.4 Except during the existence of an Emergency Condition, when the
interruption or reduction can be scheduled without advance notice,
Distribution Provider shall notify Interconnection Customer in advance
regarding the timing of such scheduling and further notify Interconnection
Customer of the expected duration. Distribution Provider shall coordinate
with Interconnection Customer using Good Utility Practice to schedule the
interruption or reduction during periods of least impact to Interconnection
Customer and Distribution Provider;
9.7.2.5 The Parties shall cooperate and coordinate with each other to the extent
necessary in order to restore the Generating Facility, Interconnection
Facilities, and the Distribution System and Transmission System to their
normal operating state, consistent with system conditions and Good Utility
Practice.
9.7.3 Frequency and Voltage Ride Through. The Interconnection Customer shall
ensure “frequency ride through” capability and “voltage ride through” capability
of the Generating Facility. The Interconnection Customer shall enable these
capabilities such that the Generating Facility shall not disconnect automatically or
instantaneously from the system or equipment of the Distribution Provider and
any Affected Systems for a defined under-frequency or over-frequency condition,
or an under-voltage or over-voltage condition, as tested pursuant to Article 6 of
this GIA. The defined conditions shall be in accordance with Good Utility
Practice and consistent with any standards and guidelines that are applied to other
generating facilities in the Control Area on a comparable basis.
9.7.4 System Protection and Other Control Requirements.
9.7.4.1 System Protection Facilities. Interconnection Customer shall, at its
expense, install, operate and maintain System Protection Facilities as a
part of the Generating Facility or Interconnection Customer’s
Interconnection Facilities. Distribution Provider shall install at
Interconnection Customer's expense any System Protection Facilities that
may be required on Distribution Provider’s Interconnection Facilities,
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Distribution System, or the Transmission System as a result of the
interconnection of the Generating Facility and Interconnection Customer’s
Interconnection Facilities.
9.7.4.2 Each Party’s protection facilities shall be designed and coordinated with
other systems in accordance with Applicable Reliability Standards,
Applicable Reliability Council criteria, and Good Utility Practice.
9.7.4.3 Each Party shall be responsible for protection of its facilities consistent
with Good Utility Practice.
9.7.4.4 Each Party’s protective relay design shall incorporate the necessary test
switches to perform the tests required in Article 6. The required test
switches will be placed such that they allow operation of lockout relays
while preventing breaker failure schemes from operating and causing
unnecessary breaker operations and/or the tripping of Interconnection
Customer's units.
9.7.4.5 Each Party will test, operate and maintain System Protection Facilities in
accordance with Good Utility Practice and, if applicable, the requirements
of the Distribution Provider’s Interconnection Handbook.
9.7.4.6 Prior to placing in operation any new System Protection Facilities as
identified in Appendix A to this GIA, each Party or its agent shall perform
a complete calibration test and functional trip test of the System Protection
Facilities. At intervals suggested by Good Utility Practice, the standards
and procedures of the Distribution Provider, including, if applicable, the
requirements of the Distribution Provider’s Interconnection Handbook,
and following any apparent malfunction of the System Protection
Facilities, each Party shall perform both calibration and functional trip
tests of its System Protection Facilities. These tests do not require the
tripping of any in-service generation unit. These tests do, however,
require that all protective relays and lockout contacts be activated.
9.7.5 Requirements for Protection. In compliance with Good Utility Practice and, if
applicable, the requirements of the Distribution Provider’s Interconnection
Handbook, Interconnection Customer shall provide, install, own, and maintain
relays, circuit breakers and all other devices necessary to remove any fault
contribution of the Generating Facility to any short circuit occurring on the
Distribution System not otherwise isolated by Distribution Provider's equipment,
such that the removal of the fault contribution shall be coordinated with the
protective requirements of the Distribution System. Such protective equipment
shall include, without limitation, a disconnecting device or switch with load-
interrupting capability located between the Generating Facility and the
Distribution System at a site selected upon mutual agreement (not to be
unreasonably withheld, conditioned or delayed) of the Parties. Interconnection
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Customer shall be responsible for protection of the Generating Facility and
Interconnection Customer's other equipment from such conditions as negative
sequence currents, over- or under-frequency, sudden load rejection, over- or
under-voltage, and generator loss-of-field. Interconnection Customer shall be
solely responsible to disconnect the Generating Facility and Interconnection
Customer's other equipment if conditions on the Distribution System could
adversely affect the Generating Facility.
9.7.6 Power Quality. Neither Party’s facilities shall cause excessive voltage flicker
nor introduce excessive distortion to the sinusoidal voltage or current waves as
defined by ANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or
any applicable superseding electric industry standard or any alternative
Applicable Reliability Standard or Applicable Reliability Council standard. In the
event of a conflict among ANSI Standard C84.1-1989, or any applicable
superseding electric industry standard, or any alternative Applicable Reliability
Standard or Applicable Reliability Council standard, the alternative Applicable
Reliability Standard or Applicable Reliability Council standard shall control.
9.8 Switching and Tagging Rules. Each Party shall provide the other Party a copy of its
switching and tagging rules that are applicable to the other Party’s activities. Such
switching and tagging rules shall be developed on a non-discriminatory basis. The
Parties shall comply with applicable switching and tagging rules, as amended from time
to time, in obtaining clearances for work or for switching operations on equipment.
9.9 Use of Interconnection Facilities by Third Parties.
9.9.1 Purpose of Interconnection Facilities. Except as may be required by Applicable
Laws and Regulations, or as otherwise agreed to among the Parties, the
Interconnection Facilities shall be constructed for the purpose of interconnecting
the Generating Facility to the Distribution System.
9.9.2 Third Party Users. If required by Applicable Laws and Regulations or if the
Parties mutually agree, such agreement not to be unreasonably withheld, to allow
one or more third parties to use Distribution Provider's Interconnection Facilities,
or any part thereof, Interconnection Customer will be entitled to compensation for
the capital expenses it incurred in connection with the Interconnection Facilities
based upon the pro rata use of the Interconnection Facilities by Distribution
Provider, all third party users, and Interconnection Customer, in accordance with
Applicable Laws and Regulations or upon some other mutually-agreed upon
methodology. In addition, cost responsibility for ongoing costs, including
operation and maintenance costs associated with the Interconnection Facilities,
will be allocated between Interconnection Customer and any third party users
based upon the pro rata use of the Interconnection Facilities by Distribution
Provider, all third party users, and Interconnection Customer, in accordance with
Applicable Laws and Regulations or upon some other mutually agreed upon
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methodology. If the issue of such compensation or allocation cannot be resolved
through such negotiations, it shall be submitted to FERC for resolution.
9.10 Disturbance Analysis Data Exchange. The Parties will cooperate with one another in
the analysis of disturbances to either the Generating Facility or Distribution Provider’s
Distribution System and Transmission System by gathering and providing access to any
information relating to any disturbance, including information from oscillography,
protective relay targets, breaker operations and sequence of events records, and any
disturbance information required by Good Utility Practice.
Article 10. Maintenance
10.1 Distribution Provider Obligations. Distribution Provider shall maintain the
Distribution System, Transmission System and Distribution Provider's Interconnection
Facilities in a safe and reliable manner and in accordance with this GIA.
10.2 Interconnection Customer Obligations. Interconnection Customer shall maintain the
Generating Facility and Interconnection Customer’s Interconnection Facilities in a safe
and reliable manner and in accordance with this GIA.
10.3 Coordination. The Parties shall confer regularly to coordinate the planning, scheduling
and performance of preventive and corrective maintenance on the Generating Facility and
the Interconnection Facilities.
10.4 Secondary Systems. Each Party shall cooperate with the other in the inspection,
maintenance, and testing of control or power circuits that operate below 600 volts, AC or
DC, including, but not limited to, any hardware, control or protective devices, cables,
conductors, electric raceways, secondary equipment panels, transducers, batteries,
chargers, and voltage and current transformers that directly affect the operation of a
Party's facilities and equipment which may reasonably be expected to impact the other
Party. Each Party shall provide advance notice to the other Party before undertaking any
work on such circuits, especially on electrical circuits involving circuit breaker trip and
close contacts, current transformers, or potential transformers.
10.5 Operating and Maintenance Expenses. Subject to the provisions herein addressing the
use of facilities by others, and except for operations and maintenance expenses associated
with modifications made for providing interconnection or transmission service to a third
party and such third party pays for such expenses, Interconnection Customer shall be
responsible for all reasonable expenses including overheads, associated with: (1) owning,
operating, maintaining, repairing, and replacing Interconnection Customer’s
Interconnection Facilities; and (2) operation, maintenance, repair and replacement of
Distribution Provider’s Interconnection Facilities.
Article 11. Performance Obligation
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11.1 Interconnection Customer Interconnection Facilities. Interconnection Customer shall
design, procure, construct, install, own and/or control Interconnection Customer
Interconnection Facilities described in Appendix A to the GIA at its sole expense.
11.2 Distribution Provider's Interconnection Facilities. Distribution Provider or
Distribution Owner shall design, procure, construct, install, own and/or control the
Distribution Provider's Interconnection Facilities described in Appendix A to the GIA at
the sole expense of the Interconnection Customer. The Interconnection Customer shall
be responsible for funding all costs related to Distribution Provider’s Interconnection
Facilities. The costs for any new Interconnection Facilities set forth in Appendix A are
estimates only and will not establish any cap or maximum cost responsibility limit on the
cost responsibility of the Interconnection Customer for the Distribution Provider’s
Interconnection Facilities. The Interconnection Customer shall be responsible for the
actual costs related to Distribution Provider’s Interconnection Facilities.
11.3 Reliability Network Upgrades and Distribution Upgrades. Distribution Provider or
Distribution Owner shall design, procure, construct, install, and own the Reliability
Network Upgrades and Distribution Upgrades described in Appendix A to the GIA.
11.3.1 Distribution Upgrades. The Interconnection Customer shall be responsible for
funding all costs related to Distribution Upgrades. The costs for any new
Distribution Upgrades set forth in Appendix A are estimates only and will not
establish any cap or maximum cost responsibility limit on the cost responsibility
of the Interconnection Customer for Distribution Upgrades. The Interconnection
Customer shall be responsible for the actual costs related to Distribution
Upgrades.
11.3.2 Reliability Network Upgrades. The Interconnection Customer shall be
responsible for funding the costs of Reliability Network Upgrades. The costs for
any New Reliability Network Upgrades set forth in Appendix A are estimates
only. The Interconnection Customer shall be responsible for its share of the
actual costs of New Reliability Network Upgrades up. The Interconnection
Customer may be entitled to repayment of all or a portion of the costs it funded
for New Reliability Network Upgrades as identified in Appendix A in accordance
with Article 11.4.1.
11.4 Transmission Credits.
11.4.1 Repayment of Amounts Advanced for New Reliability Network Upgrades.
An Interconnection Customer may be entitled, in accordance with this Article
11.4.1, to a repayment for the Interconnection Customer’s contribution to the cost
of any New Reliability Network Upgrades, as identified in Appendix A, that are
placed in service by the Distribution Provider. Repayment for the Interconnection
Customer’s contribution to the cost of New Reliability Network Upgrades placed
in service after the Effective Date shall, for these New Reliability Network
Upgrades, commence no later than the later of: (i) the first month of the calendar
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year following the year in which the New Reliability Network Upgrades are
placed into service or (ii) ninety (90) Calendar Days after the New Reliability
Network Upgrades are placed into service.
Interconnection Customer may be entitled to a cash repayment based on the
amount paid to Distribution Provider, if any, for the New Reliability Network
Upgrades, including any tax gross-up or other tax-related payments associated
with New Reliability Network Upgrades, and not refunded to Interconnection
Customer pursuant to Article 5.17.8 or otherwise, as follows:
a) New Reliability Network Upgrades. The Interconnection Customer shall be
entitled to a repayment of the amount the Interconnection Customer paid to
the Distribution Provider for New Reliability Network Upgrades as set forth
in Appendix A, up to a maximum of $60,000 per MW of Generating Facility
capacity. For purposes of this determination, the Generating Facility capacity
will be based on the interconnection capacity provided under the GIA at the
Point of Interconnection for the Interconnection Customer’s Generating
Facility as set forth in Appendix C, Interconnection Details. However, to the
extent that such repayment does not cover all of the costs of Interconnection
Customer’s New Reliability Network Upgrades, the Interconnection Customer
may receive Congestion Revenue Rights (as such term is defined in the ISO
Tariff) from the ISO in accordance with the ISO Tariff for that portion of its
New Reliability Network Upgrades that are not covered by cash repayment.
Any repayment for New Reliability Network Upgrades, as specified above, will
be paid to the Interconnection Customer by the Distribution Provider on a dollar-
for-dollar basis for the non-usage sensitive portion of transmission charges, as
payments are made under Distribution Provider's Tariff for transmission services
with respect to the Generating Facility. Any repayment shall include interest
calculated in accordance with the methodology set forth in FERC’s regulations at
18 C.F.R. §35.19a(a)(2)(iii) from the date of any payment for New Reliability
Network Upgrades through the date on which the Interconnection Customer
receives a repayment of such payment pursuant to this subparagraph.
Interconnection Customer may assign such repayment rights to any person.
Notwithstanding the foregoing, Interconnection Customer and Distribution
Provider may adopt any alternative payment schedule that is mutually agreeable
so long as Distribution Provider take one of the following actions no later than
five years from the applicable date as provided for in this Article 11.4.1: (1)
return to Interconnection Customer any amounts advanced for New Reliability
Network Upgrades not previously repaid, or (2) declare in writing that
Distribution Provider will continue to provide payments to Interconnection
Customer on a dollar-for-dollar basis for the non-usage sensitive portion of
transmission charges, or develop an alternative schedule that is mutually
agreeable and provides for the return of all amounts advanced for New Reliability
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Network Upgrades not previously repaid; however, full reimbursement shall not
extend beyond twenty (20) years from the applicable commencement date.
If the Generating Facility ceases operation, but it or another Generating Facility is
later constructed and makes use of the New Reliability Network Upgrades,
Distribution Provider shall at that time reimburse Interconnection Customer for
the amounts advanced for the New Reliability Network Upgrades. Before any
such reimbursement can occur, the Interconnection Customer, or the entity that
ultimately constructs the Generating Facility, if different, is responsible for
identifying the entity to which reimbursement must be made.
11.4.2 Notwithstanding any other provision of this GIA, nothing herein shall be
construed as relinquishing or foreclosing any rights, including but not limited to
firm transmission rights, capacity rights, transmission congestion rights, or
transmission credits, that Interconnection Customer, shall be entitled to, now or in
the future under any other agreement or tariff as a result of, or otherwise
associated with, the transmission capacity, if any, created by the New Reliability
Network Upgrades, including the right to obtain cash reimbursements or
transmission credits for transmission service that is not associated with the
Generating Facility.
11.5 Provision of Interconnection Financial Security. At least thirty (30) Calendar Days
prior to the commencement of the procurement, installation, or construction of a discrete
portion of a Distribution Provider's Interconnection Facilities, Reliability Network
Upgrades, or Distribution Upgrades, Interconnection Customer shall provide Distribution
Provider, Interconnection Financial Security in an amount sufficient to cover the costs for
constructing, procuring and installing the applicable portion of Distribution Provider's
Interconnection Facilities, Reliability Network Upgrades, or Distribution Upgrades and
shall be reduced on a dollar-for-dollar basis for payments made to Distribution Provider
for these purposes.
Article 12. Invoice
12.1 General. Each Party shall submit to the other Party, on a monthly basis, invoices of
amounts due for the preceding month. Each invoice shall state the month to which the
invoice applies and fully describe the services and equipment provided. The Parties may
discharge mutual debts and payment obligations due and owing to each other on the same
date through netting, in which case all amounts a Party owes to the other Party under this
GIA, including interest payments or credits, shall be netted so that only the net amount
remaining due shall be paid by the owing Party.
12.2 Final Invoice. Within twelve (12) months after completion of the construction of
Distribution Provider's Interconnection Facilities, Distribution Upgrades, and New
Reliability Network Upgrades, Distribution Provider shall provide an invoice of the final
cost of the construction of Distribution Provider's Interconnection Facilities, Distribution
Upgrades, and the New Reliability Network Upgrades and shall set forth such costs in
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sufficient detail to enable Interconnection Customer to compare the actual costs with the
estimates and to ascertain deviations, if any, from the cost estimates. Distribution
Provider shall refund to Interconnection Customer any amount by which the actual
payment by Interconnection Customer for estimated costs exceeds the actual costs of
construction within thirty (30) Calendar Days of the issuance of such final construction
invoice, however, Interconnection Customer shall not be entitled to a refund of any
amounts paid for the estimated cost of New Reliability Network Upgrades in excess of
the refund limit for New Reliability Network Upgrades set forth in Article 11.4.1. For
any such amounts not eligible for repayment pursuant to Article 11.4.1, the
Interconnection Customer shall pay to the Distribution Provider the amount by which the
actual costs of construction exceed the actual payment by the Interconnection Customer
for the estimated costs of the New Reliability Network Upgrades within thirty (30)
Calendar Days of issuance of the final construction invoice.
12.3 Payment. Invoices shall be rendered to the paying Party at the address specified in
Appendix F. The Party receiving the invoice shall pay the invoice within thirty (30)
Calendar Days of receipt. All payments shall be made in immediately available funds
payable to the other Party, or by wire transfer to a bank named and account designated by
the invoicing Party. Payment of invoices by either Party will not constitute a waiver of
any rights or claims either Party may have under this GIA.
12.4 Disputes. In the event of a billing dispute between Distribution Provider and
Interconnection Customer, Distribution Provider shall continue to provide
Interconnection Service under this GIA as long as Interconnection Customer: (i)
continues to make all payments not in dispute; and (ii) pays to Distribution Provider or
into an independent escrow account the portion of the invoice in dispute, pending
resolution of such dispute. If Interconnection Customer fails to meet these two
requirements for continuation of service, then Distribution Provider may provide notice
to Interconnection Customer of a Default pursuant to Article 17. Within thirty (30)
Calendar Days after the resolution of the dispute, the Party that owes money to the other
Party shall pay the amount due with interest calculated in accord with the methodology
set forth in FERC's regulations at 18 CFR § 35.19a(a)(2)(iii).
Article 13. Emergencies
13.1 Definition. "Emergency Condition" shall mean a condition or situation: (i) that in the
judgment of the Party making the claim is imminently likely to endanger life or property;
or (ii) that, in the case of Distribution Provider, is imminently likely (as determined in a
non-discriminatory manner) to cause a material adverse effect on the security of, or
damage to the Distribution System, Distribution Provider's Interconnection Facilities or
the Transmission Systems of others to which the Distribution System is directly
connected; or (iii) that, in the case of Interconnection Customer, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
security of, or damage to, the Generating Facility or Interconnection Customer's
Interconnection Facilities' System restoration and black start shall be considered
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Emergency Conditions; provided, that Interconnection Customer is not obligated by this
GIA to possess black start capability.
13.2 Obligations. Each Party shall comply with the Emergency Condition procedures of the
ISO, NERC, the Applicable Reliability Council, Applicable Reliability Standards,
Applicable Laws and Regulations, and any emergency procedures set forth in this GIA.
13.3 Notice. Distribution Provider shall notify Interconnection Customer promptly when it
becomes aware of an Emergency Condition that affects Distribution Provider's
Interconnection Facilities, Distribution System or the Transmission System that may
reasonably be expected to affect Interconnection Customer's operation of the Generating
Facility or Interconnection Customer's Interconnection Facilities. Interconnection
Customer shall notify Distribution Provider promptly when it becomes aware of an
Emergency Condition that affects the Generating Facility or Interconnection Customer's
Interconnection Facilities that may reasonably be expected to affect the Distribution
System, Transmission System or Distribution Provider’s Interconnection Facilities. To
the extent information is known, the notification shall describe the Emergency Condition,
the extent of the damage or deficiency, the expected effect on the operation of
Interconnection Customer's or Distribution Provider’s facilities and operations, its
anticipated duration and the corrective action taken and/or to be taken. The initial notice
shall be followed as soon as practicable with written notice.
13.4 Immediate Action. Unless, in Interconnection Customer's reasonable judgment,
immediate action is required, Interconnection Customer shall obtain the consent of
Distribution Provider, such consent to not be unreasonably withheld, prior to performing
any manual switching operations at the Generating Facility or Interconnection
Customer’s Interconnection Facilities in response to an Emergency Condition either
declared by Distribution Provider or otherwise regarding the Distribution System.
13.5 Distribution Provider Authority.
13.5.1 General. Distribution Provider may take whatever actions or inactions with
regard to the Distribution System and Transmission System or Distribution
Provider's Interconnection Facilities it deems necessary during an Emergency
Condition in order to (i) preserve public health and safety, (ii) preserve the
reliability of the Distribution System and Transmission System or Distribution
Provider's Interconnection Facilities, (iii) limit or prevent damage, and
(iv) expedite restoration of service.
Distribution Provider shall use Reasonable Efforts to minimize the effect of such
actions or inactions on the Generating Facility or Interconnection Customer’s
Interconnection Facilities. Distribution Provider may, on the basis of technical
considerations, require the Generating Facility to mitigate an Emergency
Condition by taking actions necessary and limited in scope to remedy the
Emergency Condition, including, but not limited to, directing Interconnection
Customer to shut-down, start-up, increase or decrease the real or reactive power
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output of the Generating Facility; implementing a reduction or disconnection
pursuant to Article 13.5.2; directing Interconnection Customer to assist with
blackstart (if available) or restoration efforts; or altering the outage schedules of
the Generating Facility and Interconnection Customer’s Interconnection Facilities.
Interconnection Customer shall comply with all of Distribution Provider’s
operating instructions concerning Generating Facility real power and reactive
power output within the manufacturer’s design limitations of the Generating
Facility’s equipment that is in service and physically available for operation at the
time, in compliance with Applicable Laws and Regulations.
13.5.2 Reduction and Disconnection. Distribution Provider may reduce
Interconnection Service or disconnect the Generating Facility or Interconnection
Customer’s Interconnection Facilities, when such, reduction or disconnection is
necessary under Good Utility Practice due to Emergency Conditions. These
rights are separate and distinct from any right of curtailment of the ISO pursuant
to the ISO Tariff. When Distribution Provider can schedule the reduction or
disconnection in advance, Distribution Provider shall notify Interconnection
Customer of the reasons, timing and expected duration of the reduction or
disconnection. Distribution Provider shall coordinate with Interconnection
Customer using Good Utility Practice to schedule the reduction or disconnection
during periods of least impact to Interconnection Customer and Distribution
Provider. Any reduction or disconnection shall continue only for so long as
reasonably necessary under Good Utility Practice. The Parties shall cooperate
with each other to restore the Generating Facility, the Interconnection Facilities,
and the Distribution System to their normal operating state as soon as practicable
consistent with Good Utility Practice.
13.6 Interconnection Customer Authority. Consistent with Good Utility Practice and the
GIA and the GIP, Interconnection Customer may take actions or inactions with regard to
the Generating Facility or Interconnection Customer’s Interconnection Facilities during
an Emergency Condition in order to (i) preserve public health and safety, (ii) preserve the
reliability of the Generating Facility or Interconnection Customer’s Interconnection
Facilities, (iii) limit or prevent damage, and (iv) expedite restoration of service.
Interconnection Customer shall use Reasonable Efforts to minimize the effect of such
actions or inactions on the Distribution System and Distribution Provider's
Interconnection Facilities. Distribution Provider shall use Reasonable Efforts to assist
Interconnection Customer in such actions.
13.7 Limited Liability. Neither Party shall be liable to the other for any action it takes in
responding to an Emergency Condition so long as such action is made in good faith and
is consistent with Good Utility Practice.
Article 14. Regulatory Requirements and Governing Law
14.1 Regulatory Requirements. Each Party’s obligations under this GIA shall be subject to
its receipt of any required approval or certificate from one or more Governmental
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Authorities in the form and substance satisfactory to the applying Party, or the Party
making any required filings with, or providing notice to, such Governmental Authorities,
and the expiration of any time period associated therewith. Each Party shall in good faith
seek and use its Reasonable Efforts to obtain such other approvals. Nothing in this GIA
shall require Interconnection Customer to take any action that could result in its inability
to obtain, or its loss of, status or exemption under the Federal Power Act, the Public
Utility Holding Company Act of 1935, as amended, or the Public Utility Regulatory
Policies Act of 1978.
14.2 Governing Law.
14.2.1 The validity, interpretation and performance of this GIA and each of its
provisions shall be governed by the laws of the state where the Point of
Interconnection is located, without regard to its conflicts of law principles.
14.2.2 This GIA is subject to all Applicable Laws and Regulations.
14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or otherwise
contest any laws, orders, rules, or regulations of a Governmental Authority.
Article 15. Notices.
15.1 General. Unless otherwise provided in this GIA, any notice, demand or request required
or permitted to be given by either Party to the other and any instrument required or
permitted to be tendered or delivered by either Party in writing to the other shall be
effective when delivered and may be so given, tendered or delivered, by recognized
national courier, or by depositing the same with the United States Postal Service with
postage prepaid, for delivery by certified or registered mail, addressed to the Party, or
personally delivered to the Party, at the address set out in Appendix F, Addresses for
Delivery of Notices and Billings.
Either Party may change the notice information in this GIA by giving five (5) Business
Days written notice prior to the effective date of the change.
15.2 Billings and Payments. Billings and payments shall be sent to the addresses set out in
Appendix F.
15.3 Alternative Forms of Notice. Any notice or request required or permitted to be given by
a Party to the other and not required by this Agreement to be given in writing may be so
given by telephone, facsimile or email to the telephone numbers and email addresses set
out in Appendix F.
15.4 Operations and Maintenance Notice. Each Party shall notify the other Party in writing
of the identity of the person(s) that it designates as the point(s) of contact with respect to
the implementation of Articles 9 and 10.
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Article 16. Uncontrollable Force
16.1 Uncontrollable Force.
16.1.1 Economic hardship is not considered an Uncontrollable Force event.
16.1.2 Neither Party shall be considered to be in Default with respect to any obligation
hereunder, (including obligations under Article 4), other than the obligation to pay
money when due, if prevented from fulfilling such obligation by Uncontrollable
Force. A Party unable to fulfill any obligation hereunder (other than an obligation
to pay money when due) by reason of an Uncontrollable Force shall give notice
and the full particulars of such Uncontrollable Force to the other Party in writing
or by telephone as soon as reasonably possible after the occurrence of the cause
relied upon. Telephone notices given pursuant to this article shall be confirmed in
writing as soon as reasonably possible and shall specifically state full particulars
of the Uncontrollable Force, the time and date when the Uncontrollable Force
occurred and when the Uncontrollable Force is reasonably expected to cease. The
Party affected shall exercise due diligence to remove such disability with
reasonable dispatch, but shall not be required to accede or agree to any provision
not satisfactory to it in order to settle and terminate a strike or other labor
disturbance.
Article 17. Default
17.1 Default
17.1.1 General. No Default shall exist where such failure to discharge an obligation
(other than the payment of money) is the result of an Uncontrollable Force as
defined in this GIA or the result of an act of omission of the other Party. Upon a
Breach, the non-breaching Party shall give written notice of such Breach to the
breaching Party. Except as provided in Article 17.1.2, the breaching Party shall
have thirty (30) Calendar Days from receipt of the Default notice within which to
cure such Breach; provided however, if such Breach is not capable of cure within
thirty (30) Calendar Days, the breaching Party shall commence such cure within
thirty (30) Calendar Days after notice and continuously and diligently complete
such cure within ninety (90) Calendar Days from receipt of the Default notice;
and, if cured within such time, the Breach specified in such notice shall cease to
exist.
17.1.2 Right to Terminate. If a Breach is not cured as provided in this article, or if a
Breach is not capable of being cured within the period provided for herein, the
non-breaching Party shall have the right to declare a Default and terminate this
GIA by written notice at any time until cure occurs, and be relieved of any further
obligation hereunder and, whether or not that Party terminates this GIA, to
recover from the breaching Party all amounts due hereunder, plus all other
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damages and remedies to which it is entitled at law or in equity. The provisions
of this article will survive termination of this GIA.
Article 18. Indemnity, Consequential Damages and Insurance
18.1 Indemnity. The Parties shall at all times indemnify, defend, and hold the other Party
harmless from, any and all damages, losses, claims, including claims and actions relating
to injury to or death of any person or damage to property, demand, suits, recoveries, costs
and expenses, court costs, attorney fees, and all other obligations by or to third parties,
arising out of or resulting from the other Party's action or inactions of its obligations
under this GIA on behalf of the Indemnifying Party, except in cases of gross negligence
or intentional wrongdoing by the Indemnified Party.
18.1.1 Indemnified Person. If an Indemnified Person is entitled to indemnification
under this Article 18 as a result of a claim by a third party, and the Indemnifying
Party fails, after notice and reasonable opportunity to proceed under Article 18.1,
to assume the defense of such claim, such Indemnified Person may at the expense
of the Indemnifying Party contest, settle or consent to the entry of any judgment
with respect to, or pay in full, such claim.
18.1.2 Indemnifying Party. If an Indemnifying Party is obligated to indemnify and
hold any Indemnified Person harmless under this Article 18, the amount owing to
the Indemnified Person shall be the amount of such Indemnified Person's actual
Loss, net of any insurance or other recovery.
18.1.3 Indemnity Procedures. Promptly after receipt by an Indemnified Person of any
claim or notice of the commencement of any action or administrative or legal
proceeding or investigation as to which the indemnity provided for in Article 18.1
may apply, the Indemnified Person shall notify the Indemnifying Party of such
fact. Any failure of or delay in such notification shall not affect a Party's
indemnification obligation unless such failure or delay is materially prejudicial to
the Indemnifying Party.
The Indemnifying Party shall have the right to assume the defense thereof with
counsel designated by such Indemnifying Party and reasonably satisfactory to the
Indemnified Person. If the defendants in any such action include one or more
Indemnified Persons and the Indemnifying Party and if the Indemnified Person
reasonably concludes that there may be legal defenses available to it and/or other
Indemnified Persons which are different from or additional to those available to
the Indemnifying Party, the Indemnified Person shall have the right to select
separate counsel to assert such legal defenses and to otherwise participate in the
defense of such action on its own behalf. In such instances, the Indemnifying
Party shall only be required to pay the fees and expenses of one additional
attorney to represent an Indemnified Person or Indemnified Persons having such
differing or additional legal defenses.
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The Indemnified Person shall be entitled, at its expense, to participate in any such
action, suit or proceeding, the defense of which has been assumed by the
Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i)
shall not be entitled to assume and control the defense of any such action, suit or
proceedings if and to the extent that, in the opinion of the Indemnified Person and
its counsel, such action, suit or proceeding involves the potential imposition of
criminal liability on the Indemnified Person, or there exists a conflict or adversity
of interest between the Indemnified Person and the Indemnifying Party, in such
event the Indemnifying Party shall pay the reasonable expenses of the
Indemnified Person, and (ii) shall not settle or consent to the entry of any
judgment in any action, suit or proceeding without the consent of the Indemnified
Person, which shall not be reasonably withheld, conditioned or delayed.
18.2 Consequential Damages. In no event shall either Party be liable under any provision of
this GIA for any losses, damages, costs or expenses for any special, indirect, incidental,
consequential, or punitive damages, including but not limited to loss of profit or revenue,
loss of the use of equipment, cost of capital, cost of temporary equipment or services,
whether based in whole or in part in contract, in tort, including negligence, strict liability,
or any other theory of liability; provided, however, that damages for which a Party may
be liable to the other Party under another agreement will not be considered to be special,
indirect, incidental, or consequential damages hereunder.
18.3 Insurance. As indicated below, the designated Party shall, at its own expense, maintain
in force throughout the period of this GIA, and until released by the other Party, the
following minimum insurance coverages, with insurers rated no less than A- (with a
minimum size rating of VII) by Bests’ Insurance Guide and Key Ratings and authorized
to do business in the state where the Point of Interconnection is located:
18.3.1 Workers’ Compensation Insurance and Employers’ Liability. The
Distribution Provider and the Interconnection Customer shall maintain such
coverage from the commencement of any Construction Activities providing
statutory benefits for workers compensation coverage and coverage amounts of no
less than one million dollars ($1,000,000) for employer’s liability for each
employee for bodily injury by accident and one million dollars ($1,000,000) for
each employee for bodily injury by disease in accordance with the laws and
regulations of the state in which the Point of Interconnection is located. The
Distribution Provider shall provide the Interconnection Customer with evidence
of such insurance coverage within thirty (30) Calendar Days of any request by the
Interconnection Customer. The Interconnection Customer and contractor or any
other person acting on Interconnection Customer’s behalf shall provide evidence
of such insurance thirty (30) Calendar Days prior to entry by any employee or
contractor or other person acting on the Interconnection Customer’s behalf onto
any construction site to perform any work related to the Interconnection Facilities
or Generating Facility.
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18.3.2 Commercial General Liability Insurance. The Distribution Provider and the
Interconnection Customer shall maintain commercial general liability insurance
coverage commencing within thirty (30) Calendar Days of the Effective Date of
this GIA, including coverage for premises and operations, bodily injury (including
death), personal injury, property damage, products and completed operations
coverage, coverage for explosion, collapse and underground hazards, independent
contractors coverage, and (i) liability of Distribution Provider and the
Interconnection Customer that would be imposed without the GIA, or (ii) liability
assumed by the Distribution Provider and the Interconnection Customer in a
contract or agreement that is an “insured contract” under commercial general
liability insurance policy. Such insurance shall include no cross liability
exclusions or separation of insured clause endorsement exclusions, with minimum
limits of one million dollars ($1,000,000) per occurrence/one million dollars
($1,000,000) aggregate. If the activities of the Interconnection Customer are
being conducted through the actions of an Affiliate, then the Interconnection
Customer may satisfy the insurance requirements of this Article 18.3.2 by
providing evidence of insurance coverage carried by such Affiliate and showing
the Distribution Provider as an additional insured only with respect to the GIA,
together with the Interconnection Customer’s written representation to the
Distribution Provider that the insured Affiliate is conducting all of the necessary
pre-construction work. Within thirty (30) Calendar Days prior to the entry of any
person on behalf of the Interconnection Customer onto any construction site to
perform work related to the Interconnection Facilities or Generating Facility, the
Interconnection Customer shall replace any evidence of Affiliate insurance with
evidence of such insurance carried by the Interconnection Customer, naming the
Distribution Provider as additional insured only with respect to the GIA.
18.3.3 Business Automobile Liability Insurance. Prior to the entry of any vehicles on
any construction site in connection with work done by or on behalf of the
Interconnection Customer, the Interconnection Customer shall provide evidence
of coverage of owned and non-owned and hired vehicles, trailers or semi-trailers
designed for travel on public roads, with a minimum, combined single limit of
one million dollars ($1,000,000) per occurrence for bodily injury, including death,
and property damage. The Interconnection Customer shall include the
Distribution Provider as an additional insured with respect to the GIA on any such
policies.
18.3.4 Excess Liability Insurance. Commencing at the time of entry of any person on
its behalf upon any construction site for the Distribution Upgrades,
Interconnection Facilities, or Generating Facility, the Distribution Provider and
the Interconnection Customer shall maintain excess liability insurance over and
above the Employers’ Liability, Commercial General Liability, and Business
Automobile Liability Insurance coverage, with a minimum limit of one million
dollars per MW, of Generating Facility capacity, rounded up to the nearest MW,
per occurrence, up to a maximum of twenty million dollars ($20,000,000) per
occurrence/twenty million dollars ($20,000,000) aggregate. Such insurance
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carried by the Distribution Provider shall include the Interconnection Customer as
an additional insured with respect to the GIA, and such insurance carried by the
Interconnection Customer shall include the Distribution Provider as an additional
insured with respect to the GIA. The requirements of Article 18.3.2 and 18.3.4
may be met by any combination of general and excess liability insurance.
18.3.5 The Commercial General Liability Insurance, Business Automobile Liability
Insurance and Excess Liability Insurance policies shall include the other Party
identified in the articles above, its parent, their subsidiaries, respective directors,
officers, agents, servants and employees ("Other Party Group") as additional
insured. All policies shall contain provisions whereby the insurers waive all
rights of subrogation in accordance with the provisions of this GIA against the
Other Party Group. If any Party can reasonably demonstrate that coverage
policies containing provisions for insurer waiver of subrogation rights, or advance
notice are not commercially available, then the Parties shall meet and confer and
mutually determine to (i) establish replacement or equivalent terms in lieu of
subrogation or notice or (ii) waive the requirements that coverage(s) include such
subrogation provision or require advance written notice from such insurers.
18.3.6 The Commercial General Liability Insurance, Business Automobile Liability
Insurance and Excess Liability Insurance policies shall contain provisions that
specify that the policies are primary and non-contributory. Each Party shall be
responsible for its respective deductibles or self-insured retentions.
18.3.7 The Commercial General Liability Insurance, Business Automobile Liability
Insurance and Excess Liability Insurance policies, if written on a Claims First
Made Basis, shall be maintained in full force and effect for two (2) years after
termination of this GIA, which coverage may be in the form of extended reporting
period coverage if agreed by the Parties.
18.3.8 [Not Used.]
18.3.9 Thirty (30) Calendar Days prior to the start of any work at the construction site
related to Interconnection Facilities or Generating Facility under this GIA, and as
soon as practicable after the end of each fiscal year or at the renewal of the
insurance policy and in any event within ninety (90) Calendar Days thereafter,
each Party shall provide a certificate of insurance for all insurance required in this
GIA, executed by each insurer or by an authorized representative of each insurer.
18.3.10 Notwithstanding the foregoing, each Party may self-insure (a) to meet the
minimum insurance requirements of Article 18.3.1, to the extent that it maintains
a self-insurance program and is a qualified self-insurer within the state in which
the Point of Interconnection is located, under the laws and regulations of such
state; and (b) to meet the minimum insurance requirements of Articles 18.3.2
through 18.3.9 to the extent it maintains a self-insurance program; provided that,
such Party is organized under the laws of the United States or a political
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subdivision thereof and such Party’s rating for its senior unsecured, long-term
debt (not supported by third party credit enhancements) or if such Party does not
have a rating for its senior unsecured long-term debt, then the rating then assigned
to such Party by Standard & Poor’s Rating Group (a division of McGraw-Hill,
Inc.) or its successor (“S&P”) or Moody’s Investor Services, Inc. or its successor
(“Moody’s”) is (i) if rated by S&P and Moody’s is rated at least “BBB-” by S&P
and “Baa3” by Moody’s, or (ii) if rated by only one of S&P or Moody’s, rated at
least “BBB-” by S&P or “Baa3” by Moody’s, and (iii) that its self-insurance
program meets the minimum insurance requirements of Articles 18.3.2 through
18.3.9. For any period of time that a Party’s senior unsecured, long-term debt is
unrated by S&P or Moody’s, or its unsecured long-term debt or the rating
assigned to such Party does not meet the requirements in (i) or (ii), such Party
shall comply with the insurance requirements applicable to it under Articles
18.3.2 through 18.3.9. In the event that a Party is permitted to self-insure
pursuant to this Article 18.3.10, it shall notify the other Party that it meets the
requirements to self-insure and that its self-insurance program meets the
minimum insurance requirements in a manner consistent with that specified in
Article 18.3.9.
18.3.11 The Parties agree to report to each other in writing as soon as practical all
accidents or occurrences resulting in injuries to any person, including death, and
any property damage greater than $25,000, including within the scope of coverage
of such insurance whether or not such coverage is sought.
Article 19. Assignment
19.1 Assignment. This GIA may be assigned by either Party only with the written consent of
the other; provided that either Party may assign this GIA without the consent of the other
Party to any Affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this GIA; and provided further that Interconnection Customer shall have the right
to assign this GIA, without the consent of Distribution Provider, for collateral security
purposes to aid in providing financing for the Generating Facility, provided that
Interconnection Customer will promptly notify Distribution Provider of any such
assignment. Any financing arrangement entered into by Interconnection Customer
pursuant to this article will provide that prior to or upon the exercise of the secured
party’s, trustee’s or mortgagee’s assignment rights pursuant to said arrangement, the
secured creditor, the trustee or mortgagee will notify Distribution Provider of the date and
particulars of any such exercise of assignment right(s), including providing the
Distribution Provider with proof that it meets the requirements of Articles 11.5 and 18.3.
Any attempted assignment that violates this article is void and ineffective. Any
assignment under this GIA shall not relieve a Party of its obligations, nor shall a Party’s
obligations be enlarged, in whole or in part, by reason thereof. Where required, consent
to assignment will not be unreasonably withheld, conditioned or delayed.
Article 20. Severability
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20.1 Severability. If any provision in this GIA is finally determined to be invalid, void or
unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision,
agreement or covenant of this GIA.
Article 21. Comparability
21.1 Comparability. The Parties will comply with all applicable comparability and code of
conduct laws, rules and regulations, as amended from time to time.
Article 22. Confidentiality
22.1 Confidentiality. Confidential Information shall include, without limitation, all
information relating to a Party’s technology, research and development, business affairs,
and pricing, and any information supplied by either of the Parties to the other prior to the
execution of this GIA.
Information is Confidential Information only if it is clearly designated or marked in
writing as confidential on the face of the document, or, if the information is conveyed
orally or by inspection, if the Party providing the information orally informs the Party
receiving the information that the information is confidential.
If requested by either Party, the other Party shall provide in writing, the basis for
asserting that the information referred to in this Article 22 warrants confidential
treatment, and the requesting Party may disclose such writing to the appropriate
Governmental Authority. Each Party shall be responsible for the costs associated with
affording confidential treatment to its information.
22.1.1 Term. During the term of this GIA, and for a period of three (3) years after the
expiration or termination of this GIA, except as otherwise provided in this Article
22, each Party shall hold in confidence and shall not disclose to any person
Confidential Information.
22.1.2 Scope. Confidential Information shall not include information that the receiving
Party can demonstrate: (1) is generally available to the public other than as a
result of a disclosure by the receiving Party; (2) was in the lawful possession of
the receiving Party on a non-confidential basis before receiving it from the
disclosing Party; (3) was supplied to the receiving Party without restriction by a
third party, who, to the knowledge of the receiving Party after due inquiry, was
under no obligation to the disclosing Party to keep such information confidential;
(4) was independently developed by the receiving Party without reference to
Confidential Information of the disclosing Party; (5) is, or becomes, publicly
known, through no wrongful act or omission of the receiving Party or Breach of
this GIA; or (6) is required, in accordance with Article 22.1.7 of the GIA, Order
of Disclosure, to be disclosed by any Governmental Authority or is otherwise
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required to be disclosed by law or subpoena, or is necessary in any legal
proceeding establishing rights and obligations under this GIA. Information
designated as Confidential Information will no longer be deemed confidential if
the Party that designated the information as confidential notifies the other Party
that it no longer is confidential.
22.1.3 Release of Confidential Information. Neither Party shall release or disclose
Confidential Information to any other person, except to its Affiliates (limited by
the Standards of Conduct requirements), subcontractors, employees, consultants,
or to parties who may be or considering providing financing to or equity
participation with Interconnection Customer, or to potential purchasers or
assignees of Interconnection Customer, on a need-to-know basis in connection
with this GIA, unless such person has first been advised of the confidentiality
provisions of this Article 22 and has agreed to comply with such provisions.
Notwithstanding the foregoing, a Party providing Confidential Information to any
person shall remain primarily responsible for any release of Confidential
Information in contravention of this Article 22.
22.1.4 Rights. Each Party retains all rights, title, and interest in the Confidential
Information that each Party discloses to the other Party. The disclosure by each
Party to the other Party of Confidential Information shall not be deemed a waiver
by either Party or any other person or entity of the right to protect the Confidential
Information from public disclosure.
22.1.5 No Warranties. By providing Confidential Information, neither Party makes any
warranties or representations as to its accuracy or completeness. In addition, by
supplying Confidential Information, neither Party obligates itself to provide any
particular information or Confidential Information to the other Party nor to enter
into any further agreements or proceed with any other relationship or joint
venture.
22.1.6 Standard of Care. Each Party shall use at least the same standard of care to
protect Confidential Information it receives as it uses to protect its own
Confidential Information from unauthorized disclosure, publication or
dissemination. Each Party may use Confidential Information solely to fulfill its
obligations to the other Party under this GIA or its regulatory requirements.
22.1.7 Order of Disclosure. If a court or a Government Authority or entity with the
right, power, and apparent authority to do so requests or requires either Party, by
subpoena, oral deposition, interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential Information, that Party
shall provide the other Party with prompt notice of such request(s) or
requirement(s) so that the other Party may seek an appropriate protective order or
waive compliance with the terms of this GIA. Notwithstanding the absence of a
protective order or waiver, the Party may disclose such Confidential Information
which, in the opinion of its counsel, the Party is legally compelled to disclose.
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Each Party will use Reasonable Efforts to obtain reliable assurance that
confidential treatment will be accorded any Confidential Information so
furnished.
22.1.8 Termination of Agreement. Upon termination of this GIA for any reason, each
Party shall, within ten (10) Calendar Days of receipt of a written request from the
other Party, use Reasonable Efforts to destroy, erase, or delete (with such
destruction, erasure, and deletion certified in writing to the other Party) or return
to the other Party, without retaining copies thereof, any and all written or
electronic Confidential Information received from the other Party.
22.1.9 Remedies. The Parties agree that monetary damages would be inadequate to
compensate a Party for the other Party’s Breach of its obligations under this
Article 22. Each Party accordingly agrees that the other Party shall be entitled to
equitable relief, by way of injunction or otherwise, if the first Party Breaches or
threatens to Breach its obligations under this Article 22, which equitable relief
shall be granted without bond or proof of damages, and the receiving Party shall
not plead in defense that there would be an adequate remedy at law. Such remedy
shall not be deemed an exclusive remedy for the Breach of this Article 22, but
shall be in addition to all other remedies available at law or in equity. The Parties
further acknowledge and agree that the covenants contained herein are necessary
for the protection of legitimate business interests and are reasonable in scope. No
Party, however, shall be liable for indirect, incidental, or consequential or punitive
damages of any nature or kind resulting from or arising in connection with this
Article 22.
22.1.10 Disclosure to FERC, its Staff, or a State. Notwithstanding anything in this
Article 22 to the contrary, and pursuant to 18 CFR section 1b.20, if FERC or its
staff, during the course of an investigation or otherwise, requests information
from one of the Parties that is otherwise required to be maintained in confidence
pursuant to this GIA, the Party shall provide the requested information to FERC
or its staff, within the time provided for in the request for information. In
providing the information to FERC or its staff, the Party must, consistent with 18
CFR section 388.112, request that the information be treated as confidential and
non-public by FERC and its staff and that the information be withheld from
public disclosure. Parties are prohibited from notifying the other Party to this
GIA prior to the release of the Confidential Information to FERC or its staff. The
Party shall notify the other Party to the GIA when it is notified by FERC or its
staff that a request to release Confidential Information has been received by
FERC, at which time either of the Parties may respond before such information
would be made public, pursuant to 18 CFR section 388.112. Requests from a
state regulatory body conducting a confidential investigation shall be treated in a
similar manner if consistent with the applicable state rules and regulations.
22.1.11 Subject to the exception in Article 22.1.10, any information that a Party claims is
competitively sensitive, commercial or financial information under this GIA
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("Confidential Information") shall not be disclosed by the other Party to any
person not employed or retained by the other Party, except to the extent disclosure
is (i) required by law; (ii) reasonably deemed by the disclosing Party to be
required to be disclosed in connection with a dispute between or among the
Parties, or the defense of litigation or dispute; (iii) otherwise permitted by consent
of the other Party, such consent not to be unreasonably withheld; or (iv) necessary
to fulfill its obligations under this GIA or as a transmission service provider or a
Control Area operator including disclosing the Confidential Information to an
RTO or ISO or to a regional or national reliability organization. The Party
asserting confidentiality shall notify the other Party in writing of the information
it claims is confidential. Prior to any disclosures of the other Party’s Confidential
Information under this subparagraph, or if any third party or Governmental
Authority makes any request or demand for any of the information described in
this subparagraph, the disclosing Party agrees to promptly notify the other Party
in writing and agrees to assert confidentiality and cooperate with the other Party
in seeking to protect the Confidential Information from public disclosure by
confidentiality agreement, protective order or other reasonable measures.
Article 23. Environmental Releases
23.1 Each Party shall notify the other Party, first orally and then in writing, of the release of
any Hazardous Substances, any asbestos or lead abatement activities, or any type of
remediation activities related to the Generating Facility or the Interconnection Facilities,
each of which may reasonably be expected to affect the other Party. The notifying Party
shall: (i) provide the notice as soon as practicable, provided such Party makes a good
faith effort to provide the notice no later than twenty-four hours after such Party becomes
aware of the occurrence; and (ii) promptly furnish to the other Party copies of any
publicly available reports filed with any Governmental Authorities addressing such
events.
Article 24. Information Requirements
24.1 Information Acquisition. Distribution Provider and Interconnection Customer shall
submit specific information regarding the electrical characteristics of their respective
facilities to each other as described below and in accordance with Applicable Reliability
Standards.
24.2 Information Submission by Distribution Provider. The initial information submission
by Distribution Provider shall occur no later than ninety (90) Calendar Days after the
Effective Date, or upon such other date as mutually agreed upon by the Parties as set
forth in Appendix B, Milestones, and shall include Distribution System and Transmission
System information necessary to allow Interconnection Customer to select equipment and
meet any system protection and stability requirements, unless otherwise agreed to by the
Parties.
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24.3 Updated Information Submission by Interconnection Customer. An updated
information submission by Interconnection Customer, including manufacturer
information, shall occur no later than one hundred eighty (180) Calendar Days prior to
the Trial Operation of an Electric Generating Unit that will be modified or replaced as
approved by the Distribution Provider as set forth in Appendix C, Interconnection
Details. Interconnection Customer shall submit a completed copy of the Generating
Facility data requirements contained in Appendix 1 to the GIP. It shall also include any
additional information provided to Distribution Provider for any studies or assessments
performed by the Distribution Provider. Information in this submission shall be the most
current Generating Facility design or expected performance data. Information submitted
for stability models shall be compatible with Distribution Provider standard models. If
there is no compatible model, Interconnection Customer will work with a consultant
mutually agreed to by the Parties to develop and supply a standard model and associated
information.
If Interconnection Customer's data is materially different from what was originally
provided to Distribution Provider for the performance of any studies or assessments in
connection with the modification or replacement of an Electric Generating Unit(s), then
Distribution Provider will conduct appropriate studies or assessments a the
Interconnection Customer’s expense to determine the impact on Distribution Provider
Distribution System and Transmission System based on the actual data submitted
pursuant to this Article 24.3 and whether the change constitutes a Material Modification.
A change that is determined to be a Material Modification shall require the
Interconnection Customer to submit an Interconnection Request in accordance with the
GIP for the proposed change. The Interconnection Customer shall not begin Trial
Operation of any modified or replaced Electric Generating Units until such studies or
assessments are completed and Distribution Provider has provided written approval to do
so.
24.4 Information Supplementation. Prior to the Trial Operation Date of an Electric
Generating Unit that will be modified or replaced as approved by the Distribution
Provider as set forth in Appendix C, Interconnection Details, the Parties shall supplement
their information submissions described above in this Article 24 with any and all “as-
built” Generating Facility information or “as-tested” performance information that differs
from the initial submissions or, alternatively, written confirmation that no such
differences exist. The Interconnection Customer shall conduct tests on the Generating
Facility as required by Good Utility Practice such as an open circuit “step voltage” test on
the Generating Facility to verify proper operation of the Generating Facility’s automatic
voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) Generating Facility at
synchronous speed; (2) automatic voltage regulator on and in voltage control mode; and
(3) a five percent change in Generating Facility terminal voltage initiated by a change in
the voltage regulators reference voltage. Interconnection Customer shall provide
validated test recordings showing the responses of Generating Facility terminal and field
voltages. In the event that direct recordings of these voltages is impractical, recordings of
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other voltages or currents that mirror the response of the Generating Facility’s terminal or
field voltage are acceptable if information necessary to translate these alternate quantities
to actual Generating Facility terminal or field voltages is provided. Generating Facility
testing shall be conducted and results provided to Distribution Provider for each
individual generating unit in a station.
Subsequent to the Commercial Operation Date, Interconnection Customer shall provide
Distribution Provider any information changes due to equipment replacement, repair, or
adjustment. Distribution Provider shall provide Interconnection Customer any
information changes due to equipment replacement, repair or adjustment in the directly
connected substation or any adjacent Distribution Provider-owned substation that may
affect Interconnection Customer’s Interconnection Facilities equipment ratings,
protection or operating requirements. The Parties shall provide such information no later
than thirty (30) Calendar Days after the date of the equipment replacement, repair or
adjustment.
Article 25. Information Access and Audit Rights
25.1 Information Access. Each Party (the “disclosing Party”) shall make available to the
other Party information that is in the possession of the disclosing Party and is necessary
in order for the other Party to: (i) verify the costs incurred by the disclosing Party for
which the other Party is responsible under this GIA; and (ii) carry out its obligations and
responsibilities under this GIA. The Parties shall not use such information for purposes
other than those set forth in this Article 25.1 and to enforce their rights under this GIA.
25.2 Reporting of Non-Uncontrollable Force Events. Each Party (the “notifying Party”)
shall notify the other Party when the notifying Party becomes aware of its inability to
comply with the provisions of this GIA for a reason other than an Uncontrollable Force
event. The Parties agree to cooperate with each other and provide necessary information
regarding such inability to comply, including the date, duration, reason for the inability to
comply, and corrective actions taken or planned to be taken with respect to such inability
to comply. Notwithstanding the foregoing, notification, cooperation or information
provided under this article shall not entitle the Party receiving such notification to allege
a cause for anticipatory breach of this GIA.
25.3 Audit Rights. Subject to the requirements of confidentiality under Article 22 of this
GIA, each Party shall have the right, during normal business hours, and upon prior
reasonable notice to the other Party, to audit at its own expense the other Party’s accounts
and records pertaining to either Party’s performance or either Party’s satisfaction of
obligations under this GIA. Such audit rights shall include audits of the other Party’s
costs, calculation of invoiced amounts, Distribution Provider's efforts to allocate
responsibility for interruption or reduction of generation on the Distribution System, and
each Party’s actions in an Emergency Condition. Any audit authorized by this article
shall be performed at the offices where such accounts and records are maintained and
shall be limited to those portions of such accounts and records that relate to each Party’s
performance and satisfaction of obligations under this GIA. Each Party shall keep such
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accounts and records for a period equivalent to the audit rights periods described in
Article 25.4.
25.4 Audit Rights Periods.
25.4.1 Audit Rights Period for Construction-Related Accounts and Records.
Accounts and records related to the design, engineering, procurement, and
construction of Distribution Provider's Interconnection Facilities, Distribution
Upgrades, and Reliability Network Upgrades shall be subject to audit for a period
of twenty-four months following Distribution Provider’s issuance of a final
invoice in accordance with Article 12.2.
25.4.2 Audit Rights Period for All Other Accounts and Records. Accounts and
records related to either Party's performance or satisfaction of all obligations
under this GIA other than those described in Article 25.4.1 shall be subject to
audit as follows: (i) for an audit relating to cost obligations, the applicable audit
rights period shall be twenty-four months after the auditing Party’s receipt of an
invoice giving rise to such cost obligations; and (ii) for an audit relating to all
other obligations, the applicable audit rights period shall be twenty-four months
after the event for which the audit is sought.
25.5 Audit Results. If an audit by a Party determines that an overpayment or an
underpayment has occurred, a notice of such overpayment or underpayment shall be
given to the other Party together with those records from the audit which support such
determination.
Article 26. Subcontractors
26.1 General. Nothing in this GIA shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this GIA; provided,
however, that each Party shall require its subcontractors to comply with all applicable
terms and conditions of this GIA in providing such services and each Party shall remain
primarily liable to the other Party for the performance of such subcontractor.
26.2 Responsibility of Principal. The creation of any subcontract relationship shall not
relieve the hiring Party of any of its obligations under this GIA. The hiring Party shall be
fully responsible to the other Party for the acts or omissions of any subcontractor the
hiring Party hires as if no subcontract had been made; provided, however, that in no event
shall Distribution Provider be liable for the actions or inactions of Interconnection
Customer or its subcontractors with respect to obligations of Interconnection Customer
under Article 5 of this GIA. Any applicable obligation imposed by this GIA upon the
hiring Party shall be equally binding upon, and shall be construed as having application
to, any subcontractor of such Party.
26.3 No Limitation by Insurance. The obligations under this Article 26 will not be limited in
any way by any limitation of subcontractor’s insurance.
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Article 27. Disputes
27.1 Submission. In the event either Party has a dispute, or asserts a claim, that arises out of
or in connection with this GIA or its performance, such Party (the “disputing Party”)
shall provide the other Party with written notice of the dispute or claim (“Notice of
Dispute”). Such dispute or claim shall be referred to a designated senior representative of
each Party for resolution on an informal basis as promptly as practicable after receipt of
the Notice of Dispute by the other Party. In the event the designated representatives are
unable to resolve the claim or dispute through unassisted or assisted negotiations within
thirty (30) Calendar Days of the other Party’s receipt of the Notice of Dispute, such claim
or dispute may, upon mutual agreement of the Parties, be submitted to arbitration and
resolved in accordance with the arbitration procedures set forth below. In the event the
Parties do not agree to submit such claim or dispute to arbitration, each Party may
exercise whatever rights and remedies it may have in equity or at law consistent with the
terms of this GIA.
27.2 External Arbitration Procedures. Any arbitration initiated under this GIA shall be
conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to
agree upon a single arbitrator within ten (10) Calendar Days of the submission of the
dispute to arbitration, each Party shall choose one arbitrator who shall sit on a three-
member arbitration panel. The two arbitrators so chosen shall within twenty (20)
Calendar Days select a third arbitrator to chair the arbitration panel. In either case, the
arbitrators shall be knowledgeable in electric utility matters, including electric
transmission and bulk power issues, and shall not have any current or past substantial
business or financial relationships with any party to the arbitration (except prior
arbitration). The arbitrator(s) shall provide each of the Parties an opportunity to be heard
and, except as otherwise provided herein, shall conduct the arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (“Arbitration
Rules”) and any applicable FERC regulations; provided, however, in the event of a
conflict between the Arbitration Rules and the terms of this Article 27, the terms of this
Article 27 shall prevail.
27.3 Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s) shall
render a decision within ninety (90) Calendar Days of appointment and shall notify the
Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be
authorized only to interpret and apply the provisions of this GIA and shall have no power
to modify or change any provision of this Agreement in any manner. The decision of the
arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may
be entered in any court having jurisdiction. The decision of the arbitrator(s) may be
appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself,
violated the standards set forth in the Federal Arbitration Act or the Administrative
Dispute Resolution Act. The final decision of the arbitrator must also be filed with FERC
if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities,
Distribution Upgrades, or Network Upgrades.
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27.4 Costs. Each Party shall be responsible for its own costs incurred during the arbitration
process and for the following costs, if applicable: (1) the cost of the arbitrator chosen by
the Party to sit on the three member panel and one half of the cost of the third arbitrator
chosen; or (2) one half the cost of the single arbitrator jointly chosen by the Parties.
Article 28. Representations, Warranties, and Covenants
28.1 General. Each Party makes the following representations, warranties and covenants:
28.1.1 Good Standing. Such Party is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, formed, or
incorporated, as applicable; that it is qualified to do business in the state or states
in which the Generating Facility, Interconnection Facilities and Network
Upgrades owned by such Party, as applicable, are located; and that it has the
corporate power and authority to own its properties, to carry on its business as
now being conducted and to enter into this GIA and carry out the transactions
contemplated hereby and perform and carry out all covenants and obligations on
its part to be performed under and pursuant to this GIA.
28.1.2 Authority. Such Party has the right, power and authority to enter into this GIA,
to become a Party hereto and to perform its obligations hereunder. This GIA is a
legal, valid and binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting
creditors’ rights generally and by general equitable principles (regardless of
whether enforceability is sought in a proceeding in equity or at law).
28.1.3 No Conflict. The execution, delivery and performance of this GIA does not
violate or conflict with the organizational or formation documents, or bylaws or
operating agreement, of such Party, or any judgment, license, permit, order,
material agreement or instrument applicable to or binding upon such Party or any
of its assets.
28.1.4 Consent and Approval. Such Party has sought or obtained, or, in accordance
with this GIA will seek or obtain, each consent, approval, authorization, order, or
acceptance by any Governmental Authority in connection with the execution,
delivery and performance of this GIA, and it will provide to any Governmental
Authority notice of any actions under this GIA that are required by Applicable
Laws and Regulations.
Article 29. [Reserved]
Article 30. Miscellaneous
30.1 Binding Effect. This GIA and the rights and obligations hereof, shall be binding upon
and shall inure to the benefit of the successors and assigns of the Parties hereto.
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30.2 Conflicts. In the event of a conflict between the body of this GIA and any attachment,
appendices or exhibits hereto, the terms and provisions of the body of this GIA shall
prevail and be deemed the final intent of the Parties.
30.3 Rules of Interpretation. This GIA, unless a clear contrary intention appears, shall be
construed and interpreted as follows: (1) the singular number includes the plural number
and vice versa; (2) reference to any person includes such person’s successors and assigns
but, in the case of a Party, only if such successors and assigns are permitted by this GIA,
and reference to a person in a particular capacity excludes such person in any other
capacity or individually; (3) reference to any agreement (including this GIA), document,
instrument or tariff means such agreement, document, instrument, or tariff as amended or
modified and in effect from time to time in accordance with the terms thereof and, if
applicable, the terms hereof; (4) reference to any Applicable Laws and Regulations
means such Applicable Laws and Regulations as amended, modified, codified, or
reenacted, in whole or in part, and in effect from time to time, including, if applicable,
rules and regulations promulgated thereunder; (5) unless expressly stated otherwise,
reference to any Article, Section or Appendix means such Article of this GIA or such
Appendix to this GIA, or such Section to the GIP or such Appendix to the GIP, as the
case may be; (6) “hereunder”, “hereof”, “herein”, “hereto” and words of similar import
shall be deemed references to this GIA as a whole and not to any particular Article or
other provision hereof or thereof; (7) “including” (and with correlative meaning
“include”) means including without limiting the generality of any description preceding
such term; and (8) relative to the determination of any period of time, “from” means
“from and including”, “to” means “to but excluding” and “through” means “through and
including”.
30.4 Entire Agreement. This GIA, including all Appendices and Schedules attached hereto,
constitutes the entire agreement between the Parties with reference to the subject matter
hereof, and supersedes all prior and contemporaneous understandings or agreements, oral
or written, between the Parties with respect to the subject matter of this GIA. There are
no other agreements, representations, warranties, or covenants which constitute any part
of the consideration for, or any condition to, either Party’s compliance with its
obligations under this GIA.
30.5 No Third Party Beneficiaries. This GIA is not intended to and does not create rights,
remedies, or benefits of any character whatsoever in favor of any persons, corporations,
associations, or entities other than the Parties, and the obligations herein assumed are
solely for the use and benefit of the Parties, their successors in interest and, where
permitted, their assigns.
30.6 Waiver. The failure of a Party to this GIA to insist, on any occasion, upon strict
performance of any provision of this GIA will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party.
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Any waiver at any time by either Party of its rights with respect to this GIA shall not be
deemed a continuing waiver or a waiver with respect to any other failure to comply with
any other obligation, right, duty of this GIA. Termination or Default of this GIA for any
reason by Interconnection Customer shall not constitute a waiver of Interconnection
Customer's legal rights to obtain an interconnection from Distribution Provider. Any
waiver of this GIA shall, if requested, be provided in writing.
30.7 Headings. The descriptive headings of the various Articles of this GIA have been
inserted for convenience of reference only and are of no significance in the interpretation
or construction of this GIA.
30.8 Multiple Counterparts. This GIA may be executed in two or more counterparts, each of
which is deemed an original but all constitute one and the same instrument.
30.9 Amendment. The Parties may by mutual agreement amend this GIA by a written
instrument duly executed by the Parties.
30.10 Modification by the Parties. The Parties may by mutual agreement amend the
Appendices to this GIA by a written instrument duly executed by the Parties. Such
amendment shall become effective and a part of this GIA upon satisfaction of all
Applicable Laws and Regulations.
30.11 Reservation of Rights. Distribution Provider shall have the right to make a unilateral
filing with FERC to modify this GIA with respect to any rates, terms and conditions,
charges, classifications of service, rule or regulation under section 205 or any other
applicable provision of the Federal Power Act and FERC’s rules and regulations
thereunder, and Interconnection Customer shall have the right to make a unilateral filing
with FERC to modify this GIA pursuant to section 206 or any other applicable provision
of the Federal Power Act and FERC’s rules and regulations thereunder; provided that
each Party shall have the right to protest any such filing by the other Party and to
participate fully in any proceeding before FERC in which such modifications may be
considered. Nothing in this GIA shall limit the rights of the Parties or of FERC under
sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations
thereunder, except to the extent that the Parties otherwise mutually agree as provided
herein.
30.12 No Partnership. This GIA shall not be interpreted or construed to create an association,
joint venture, agency relationship, or partnership between the Parties or to impose any
partnership obligation or partnership liability upon either Party. Neither Party shall have
any right, power or authority to enter into any agreement or undertaking for, or act on
behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other
Party.
IN WITNESS WHEREOF, the Parties have executed this GIA in duplicate originals,
each of which shall constitute and be an original effective Agreement between the Parties.
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Southern California Edison Company
By:
Name: Andrea L. Tozer______________
Title: Director, Interconnection & Business Operations
Date:
Orange County Sanitation District
By:
Name: Ryan P. Gallagher____________
Title: Board Chairman
Date:
Orange County Sanitation District
Attest:
By:
Name: Kelly A. Lore, MMC__________
Title: Clerk of the Board
Date:
Orange County Sanitation District
Approved as to form:
By:
Name: Scott C. Smith ___________
Title: General Counsel
Date:
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Appendix A to GIA
Background, Description of Interconnection Facilities, Reliability Network Upgrades,
Distribution Upgrades, Costs and Financial Security for Interconnection Service and
Charging Distribution Service
Background
This Agreement is made with reference to the following facts, among others:
The Interconnection Customer (as successor-in-interest to County Sanitation Districts of Orange
County) and Distribution Provider are parties to a Power Purchase Agreement, dated September
9, 1991 as amended (“Existing PPA”), which includes, as an Appendix thereto, the IFA, pursuant
to which, among other things, the Interconnection Customer and Distribution Provider
established interconnection arrangements between the Generating Facility and the Distribution
System; and
The Generating Facility is described below in Appendix C to this Agreement and includes: (i) an
existing 12,000 kW interconnected generation resource which was not required to submit an
Interconnection Request pursuant to Rule 21 and did not participate in the Fast Track Process,
Independent Study Process, Cluster Study Process or Transmission Cluster Process and was not
subject to the related Interconnection Studies, and (ii) a new 4,000 kW generation resource
which submitted a new Interconnection Request pursuant to Rule 21 and participated in the Fast
Track Process to complete the related Interconnection Studies, and (iii) Interconnection
Customer submitted a request to Distribution Provider on October 10, 2024, pursuant to Rule 21
Section F.8 for a transfer from Rule 21 to WDAT with Energy Only Deliverability Status; and
The existing PPA, including the IFA will terminate upon the effective date of this Agreement;
and
New Distribution Provider’s Interconnection Facilities and Distribution Upgrades, if any,
described in this Appendix A to the GIA are based on the Distribution Provider’s preliminary
engineering and design. Such descriptions are subject to modification to reflect the actual
facilities that are constructed and installed following the Distribution Provider’s final
engineering and design, identification of field conditions, and compliance with applicable
environmental and permitting requirements.
Additional Definitions: For the purposes of the Appendices to the GIA, the following terms,
when used with initial capitalization, whether in the singular or the plural, shall have the
meanings specified below:
(a) Customer-Financed Monthly Rate With Replacement for Non-ISO-Controlled
Facilities: Shall have the meaning assigned to it in Attachment J of the Tariff. The
currently effective Customer-Financed Monthly Rate With Replacement for Non-ISO-
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Controlled Facilities is as provided in Attachment J of the Tariff.
(b) Interconnection Facilities Charge: The monthly charge to the Interconnection
Customer to recover the revenue requirements for the Distribution Provider’s
Interconnection Facilities, calculated as the product of the Customer-Financed Monthly
Rate With Replacement for Non-ISO-Controlled Facilities and the Interconnection
Facilities Cost. The Interconnection Facilities Charge is provided in Section 5 of this
Appendix A.
(c) Interconnection Facilities Completion Date: The date upon which the construction of
the Distribution Provider’s New Interconnection Facilities is complete and such
facilities are successfully tested and ready for service.
(d) Interconnection Facilities Cost: All costs, excluding One-Time Cost, determined by the
Distribution Provider to be associated with the design, engineering, procurement,
construction and installation of the Distribution Provider’s Interconnection Facilities.
The Interconnection Facilities Cost is provided in Section 5 of this Appendix A.
(e) New Interconnection Facilities: The new Distribution Provider’s Interconnection
Facilities identified in Section 1(b)(ii) of this Appendix A.
1. Interconnection Facilities:
(a) Interconnection Customer's Interconnection Facilities.
(i) Existing.
1. Approximately 650 feet of 12.47 kV line for each of the two lines.
2. Two (2) riser poles leading to ducts for the power lines going to the
Interconnection Customer’s switchgear.
3. Telemetering
(ii) New. The Interconnection Customer shall:
1. Telemetry.
a. Install, in coordination with, and as specified by, the Distribution Provider,
a dedicated T1 circuit from the local telephone company to support the
remote terminal unit (“RTU”) communication to the Distribution
Provider’s energy management system in accordance with the
Interconnection Handbook.
b. Designate, to the T1 circuit provider, the Distribution Provider as a
representative authorized to report trouble to, and to initiate repairs with,
the communication circuit provider on the Interconnection Customer’s
behalf in the event of an interruption of service on the communication
circuit.
c. Allow the Distribution Provider to review the Interconnection Customer’s
telecommunication equipment design and perform inspections to ensure
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compatibility with the Distribution Provider’s terminal equipment; allow
the Distribution Provider to perform acceptance testing of the
telecommunication equipment and the right to request and/or to perform
correction of installation deficiencies.
d. Provide required data signals, make available adequate space, facilities,
and associated dedicated electrical circuits within a secure building having
suitable environmental controls for the installation of the Distribution
Provider’s RTU in accordance with the Interconnection Handbook. In
accordance with Article 5.12 of this GIA, the Interconnection Customer
acknowledges that the access required under such section will include
Distribution Provider’s personnel ability to access twenty-four hours a day
the space provided for the Distribution Provider’s RTU.
e. Make available adequate space, facilities, and associated dedicated
electrical circuits within a secure building having suitable environmental
controls for the installation of the Distribution Provider’s
telecommunications terminal equipment in accordance with the
Interconnection Handbook. In accordance with Article 5.12 of this GIA,
the Interconnection Customer acknowledges that the access required under
such section will include Distribution Provider’s personnel ability to
access twenty-four hours a day the space provided for the Distribution
Provider’s telecommunications terminal equipment.
2. Install all required ISO-approved compliant metering equipment at the
Generating Facility, in accordance with Section 10 of the ISO Tariff.
3. Install all equipment necessary to comply with the power factor requirements
of Article 9.6.1 of the GIA, including the ability to automatically regulate the
power factor to a schedule (VAR schedule) in accordance with the
Interconnection Handbook.
4. If applicable, install disconnect facilities in accordance with the Distribution
Provider’s Interconnection Handbook to comply with the Distribution
Provider’s switching and tagging procedures.
(b) Distribution Provider’s Interconnection Facilities.
(i) Existing.
1. Huntington Beach Generating Station – telesync circuit equipment
2. Huntington Beach-La Fayette-Plant 66 kV transmission line – three spans of
954 KCMIL SAC conductor and two KPF switches
3. Ellis Substation – telesync circuit equipment
4. Ellis Substation - engineering and installed a telesync transmitter
5. Orcogen Substation – telesync circuit equipment
6. Orcogen Substation – constructed a 22.4 MVA 66/12 kV customer substation
with 66 kV circuit breaker, HCB pilot wire protection and metering
7. Orcogen Substation – engineered and constructed the required additions to
equip the substation as a cogen interface facility
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8. Orcogen Substation – terminal blocks in communication terminal pole to
provide pilot wire circuits
9. Huntington Beach Generating Station – 12,000 feet of 12/19 cable on existing
route and 5,000 feet on new messenger
(ii) New. The Distribution Provider shall:
1. Telemetry.
a. Install all required equipment (including terminal equipment) supporting
the RTU, including the communications interface with the Distribution
Provider’s energy management system. In accordance with the
Interconnection Handbook, the Distribution Provider shall provide the
required interface equipment at the Generating Facility necessary to
connect the RTU to the Interconnection Customer’s T1 circuit.
Additionally, the Distribution Provider will provide the interface
equipment required to connect the T1 circuit to the Distribution Provider’s
energy management system. Notwithstanding that certain
telecommunication equipment, including the telecommunications terminal
equipment, will be located on the Interconnection Customer’s side of the
Point of Change of Ownership, the Distribution Provider shall own,
operate and maintain such telecommunication equipment as part of the
Distribution Provider’s Interconnection Facilities.
b. Install one (1) RTU at the Generating Facility to monitor typical
generation elements such as MW, MVAR, terminal voltage and circuit
breaker status for the Generating Facility and plant auxiliary load, and
transmit the information received thereby to the Distribution Provider’s
grid control center. Notwithstanding that the RTU will be located on the
Interconnection Customer’s side of the Point of Change of Ownership, the
Distribution Provider shall own, operate and maintain the RTU as part of
the Distribution Provider’s Interconnection Facilities.
2. Real Properties, Environmental Activities, Permits, and Licensing.
Obtain easements and/or acquire land, obtain licensing and permits, and
perform all required environmental activities for the installation of the
Distribution Provider’s Interconnection Facilities, including any associated
telecommunication equipment.
2. Reliability Network Upgrades: None.
3. Distribution Upgrades: None.
4. Point of Change of Ownership, Point of Interconnection and One-Line Diagram of
Interconnection:
(a) Point of Change of Ownership.
22212 Brookhurst St-OC San Plant 2-Orcogen 12.47 kV Lines: The Point of Change of
Ownership is the point where the conductors of the 22212 Brookhurst St-OC San Plant
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2 12.47 kV lines are attached to the Interconnection Customer-owned pole-riser (the
“Last Structure”), located at the Interconnection Customer’s property line, which are
connected on the side of the Last Structure facing Orcogen Substation. The
Interconnection Customer shall own and maintain the Last Structure, the conductors,
insulators and jumper loops from the Last Structure to the Interconnection Customer’s
Generating Facility. The Distribution Provider will own and maintain the Orcogen
Substation, as well as all circuit breakers, disconnects, relay facilities and metering
within the Orcogen Substation, together with the line riser drop and connector, in their
entirety, from the Last Structure to Orcogen Substation. The Distribution Provider will
own the insulators that are used to attach the Distribution Provider-owned conductors to
the Last Structure.
(b) Point of Interconnection. A tap on the Distribution Provider’s Huntington Beach-
Lafayette 66 kV distribution line out of Orcogen 66 kV Substation.
(c) One-Line Diagram of Interconnection.
5. Cost of Interconnection Facilities, Distribution Upgrades and Reliability Network
Upgrades, Payment Schedule, On-Going Monthly Charges and Financial Security:
(a) Cost Summary.
(i) Estimated cost of new facilities:
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Element- Interconnection
Facilities Cost
Total
New Interconnection Facilities
- Install new RTU at Interconnection
Customer site $87,461 $87,461
Total $87,461 $87,461
All amounts shown above are in nominal dollars.
(ii) Actual cost of existing facilities:
Element Interconnection Facilities
Cost
Total
Huntington Beach Generating Station –
telesync circuit equipment $11,486.84 $11,486.84
Huntington Beach-La Fayette-Plant 66 kV
transmission line – three spans of 954
KCMIL SAC conductor and two KPF
switches $50,205.47 $50,205.47
Ellis Substation – telesync circuit
equipment $9,809.84 $9,809.84
Ellis Substation - engineering and
installed a telesynch transmitter $36,583.92 $36,583.92
Orcogen Substation – telesync circuit
equipment $6,589.01 $6,589.01
Orcogen Substation – constructed a 22.4
MVA 66/12 kV customer substation with
66 kV circuit breaker, HCB pilot wire
protection and metering $613,048.06 $613,048.06
Orcogen Substation – engineered and
constructed the required additions to equip
the substation as a cogen interface facility $558,814.75 $558,814.75
Orcogen Substation – terminal blocks in
communication terminal pole to provide
pilot wire circuits $3,352.01 $3,352.01
Huntington Beach Generating Station –
12,000 feet of 12/19 cable on existing
route and 5,000 feet on new messenger $19,347.13 $19,347.13
Total $1,309,237.03 $1,309,237.03
(b) Payment Schedule.
The payment amounts shown below are based on an estimate of the costs expected to
be incurred for the New Interconnection Facilities.
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Payment No. Payment Due Date Interconnection Facilities
Cost
Project Payment
1 Within thirty (30)
Calendar Days from the
Effective Date $87,461 $87,461
Total
$87,461 $87,461
All amounts shown above are in nominal dollars.
(c) On-Going Monthly Charges.
(i) Interconnection Facilities Charge.
Commencing on or following the Effective Date, each month the Distribution
Provider will render bills to the Interconnection Customer for the Interconnection
Facilities Charge as set forth below. The Interconnection Facilities Charge shall
initially be based on the Interconnection Facilities Cost for the existing
Distribution Provider’s Interconnection Facilities. Commencing on or following
the Interconnection Facilities Completion Date, the Interconnection Facilities
Charge shall be increased to reflect the estimated Interconnection Facilities Cost
for the New Interconnection Facilities, and payments made for such
Interconnection Facilities Charge shall be subject to later adjustment to reflect
actual costs.
Estimated Actual
Effective Customer-
Financed Monthly
Rate With
Replacement for
Non-ISO-
Controlled
Facilities
Interconnection
Facilities Cost
Interconnection
Facilities Charge
Interconnection
Facilities Cost
Interconnection
Facilities Charge
As of the
Effective Date
See Section 4.2 of
Attachment J to
the Tariff*
-- -- $1,309,237.03
Customer-
Financed
Monthly Rate
With
Replacement for
Non-ISO-
Controlled
Facilities x
Interconnection
Facilities Cost
As of the
Interconnection
Facilities
Completion
Date
See Section 4.2 of
Attachment J to
the Tariff*
$1,396,698.03
Customer-
Financed Monthly
Rate With
Replacement for
Non-ISO-
Controlled
Facilities x
Interconnection
[determined
upon true-up]
[determined
upon true-up]
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Facilities Cost
* Attachment J to the Tariff is available at the following link: https://www.sce.com/openaccess
(ii) Distribution Upgrades Charge. None.
(d) Financial Security.
(i) Interconnection Financial Security. None.
(ii) Security Amount for Estimated Tax Liability.
Pursuant to Article 5.17.4 of the GIA, the Interconnection Customer’s estimated
tax liability is as follows:
1. Estimated tax liability for New Interconnection Facilities = The sum of the
product of (i) the applicable ITCC rate for the year payments are to be
received, and (ii) the total of the payments to be received for the
Interconnection Facilities Cost for that year.
Year(s) payments
to be received
Applicable ITCC
rate
Total payments to be
received for
Interconnection
Facilities Cost
ITCC for New
Interconnection
Facilities
2025 See Section 4.4 of
Attachment J to
the Tariff*
$87,461 Applicable ITCC rate x
Total payments to be
received for
Interconnection
Facilities Cost
* The estimated tax liability is based on the applicable ITCC rate in Attachment J to the
Tariff and is available at the following link: https://www.sce.com/openaccess
Based upon the total estimated tax liability, the Interconnection Customer shall
provide the Distribution Provider Tax Security in the total amount as calculated
above in this Section 5(d)(ii) of Appendix A of the GIA in the form of a cash
deposit in an escrow account, a letter of credit, a parent guaranty or other form
reasonably acceptable to the Distribution Provider, pursuant to Article 5.17.3 and
Appendix B of the GIA. The letter of credit, cash deposit in an escrow account,
or parent guaranty shall meet the requirements of Section 5.9.1 of the GIP.
Upon notification of the Annual Tax Security Reassessment, the Interconnection
Customer shall modify its Tax Security accordingly. If the Annual Tax Security
Reassessment results in a deficiency in the Tax Security amount, the
Interconnection Customer will be required to increase its Tax Security amount
within 30 days after receipt of the deficiency notification. If the Annual Tax
Security Reassessment results in a reduction of the Tax Security amount, the
Interconnection Customer may choose to reduce its Tax Security amount or
maintain the Tax Security in the current amount for the following year.
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The Interconnection Customer’s obligation to provide Tax Security shall
terminate in accordance with Article 5.17.3 of this GIA. Upon termination of the
Interconnection Customer’s obligation to provide Tax Security, and Distribution
Provider’s receipt of the Interconnection Customer’s written instructions
regarding the release of any unused Tax Security, any unused amount of the Tax
Security shall be released to the Interconnection Customer.
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Appendix B to GIA
Milestones
1. Milestone Dates:
Item Milestone Responsible Party Due Date
(a) Submit proof of insurance coverage
in accordance with Article 18.3 of
the GIA Interconnection
Customer
Within thirty (30)
Calendar Days after the
Effective Date
(b) Submittal of Tax Security for the
estimated tax liability to the
Distribution Provider, pursuant to
Article 5.17.3 and Section 5(d)(ii) of
Appendix A of the GIA
Interconnection
Customer
Within thirty (30)
Calendar Days after the
Effective Date
(c) Submittal of initial specifications
for the new Interconnection
Customer’s Interconnection
Facilities, including System
Protection Facilities, to the
Distribution Provider, pursuant to
Article 5.10.1 of the GIA
Interconnection
Customer
Within sixty (60)
Calendar Days after the
Effective Date
(d) Review of and comment on the
Interconnection Customer’s initial
specifications, pursuant to Article
5.10.1 of the GIA Distribution
Provider
Within thirty (30)
Calendar Days after the
Interconnection
Customer’s submission
of initial specifications
(e) Submittal of initial information
including the Distribution
Provider’s Distribution System and
Transmission System information
necessary to allow the
Interconnection Customer to select
equipment, in accordance with
Article 24.2 of the GIA
Distribution
Provider
Within ninety (90)
Calendar Days after the
Effective Date
(f) Submittal of final specifications for
the new Interconnection Customer’s
Interconnection Facilities, including
System Protection Facilities, to the
Distribution Provider, pursuant to
Article 5.10.1 of the GIA
Interconnection
Customer
Within one hundred
twenty (120) Calendar
Days after the Effective
Date
(g) Review of and comment on the
Interconnection Customer’s final
specifications, pursuant to Article
5.10.1 of the GIA Distribution
Provider
Within thirty (30)
Calendar Days after the
Interconnection
Customer’s submission
of final specifications
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Item Milestone Responsible Party Due Date
(h) Submittal of updated information by
the Interconnection Customer,
including manufacturer information,
in accordance with Article 24.3 of
the GIA
Interconnection
Customer
No later than one
hundred eighty (180)
Calendar Days prior to
Trial Operation
(i) Completion of the Distribution
Provider’s Interconnection
Facilities, Distribution Upgrades,
and Reliability Network Upgrades
Distribution
Provider
Existing
Deemed to have been
completed under the IFA
New
Within twenty-six (26)
months following the
Effective Date*
(j) Performance of a complete
calibration test and functional trip
test of the System Protection
Facilities, pursuant to Article 9.7.4.6
of the GIA
Interconnection
Customer and
Distribution
Provider
Prior to placing in
operation any new
System Protection
Facilities as identified in
Appendix A to this GIA
(k) Submit to the Distribution Provider
the load flow models in .epc file
format and dynamic models in .dyd
file format for the Electric
Generating Unit(s) at the Generating
Facility
Interconnection
Customer
Existing 12 MW**
The earlier of June 30,
2027, or six months prior
to the expected In-
Service Date for the
Generating Facility’s
new incremental 4 MWs
and within ten (10)
Calendar Days for
resubmittals.
New incremental 4 MW
The earlier of June 30,
2027, or six months prior
to the expected In-
Service Date for the
Generating Facility’s
new incremental 4 MWs
and within ten (10)
Calendar Days for
resubmittals.
(l) Review of and comment on the
Interconnection Customer’s load
flow models and dynamic models
Distribution
Provider
Within thirty (30)
Calendar Days after the
Interconnection
Customer’s original
submission and
subsequent submission(s)
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Item Milestone Responsible Party Due Date
of the load flow models
and dynamic models
until a final
Interconnection
Customer submission is
deemed acceptable by the
Distribution Provider
(m) In-Service Date
Interconnection
Customer
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
December 31, 2027
(n) Testing of the Distribution
Provider’s Interconnection
Facilities, Distribution Upgrades,
and Reliability Network Upgrades,
and testing of the Interconnection
Customer’s Interconnection
Facilities and Generating Facility,
all in accordance with Article 6.1 of
the GIA
Interconnection
Customer and
Distribution
Provider
Prior to placing in
operation any new
facilities identified in
Appendix A to this GIA
(o) Provide the Distribution Provider
written notice of the Interconnection
Customer’s expected date of initial
synchronization of the Electric
Generating Unit(s) at the Generating
Facility to the Distribution System
and ISO Grid
Interconnection
Customer
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
At least fifteen (15)
Calendar Days prior to
the Initial
Synchronization Date
(p) Provide the Interconnection Customer
written notice that the required
Distribution Provider facilities have
been installed and tested, and have
been approved to allow initial
synchronization of the Electric
Generating Unit(s) at the Generating
Facility to the Distribution System
and ISO Grid and the commencement
of Trial Operation in accordance with
Article 6.1 of the GIA
Distribution
Provider
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
At least ten (10) Calendar
Days prior to the Initial
Synchronization Date
(q) Provide the ISO written notice of the
expected Initial Synchronization Date
and of the Distribution Provider’s
notice approving the readiness of the Interconnection
Customer
Existing 12 MW**
Deemed to have been
completed under the IFA
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Item Milestone Responsible Party Due Date
required Distribution Provider
facilities for initial synchronization of
the Electric Generating Unit(s) at the
Generating Facility to the Distribution
System and ISO Grid and the
commencement of Trial Operation
New incremental 4 MW
At least ten (10) Calendar
Days prior to the Initial
Synchronization Date
(r) Initial Synchronization Date/Trial
Operation
Interconnection
Customer
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
January 7, 2028
(s) Provide the ISO and Interconnection
Customer written notice that the
required Distribution Provider
facilities have been installed and
tested, and have been approved to
allow the Generating Facility to
operate in parallel with the
Distribution System and ISO Grid
Distribution
Provider
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
Within five (5) Calendar
Days after the Initial
Synchronization Date and
satisfaction of the testing
requirements of Articles
6.1 and 9.7.4.6 of the GIA
(t) Commercial Operation Date
Interconnection
Customer
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
February 1, 2028
(u) Provide written approval to the
Interconnection Customer for the
operation of the Generating Facility
in parallel with the Distribution
System**
Distribution
Provider
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
Within five (5) Calendar
Days after the Initial
Synchronization Date and
satisfaction of the testing
requirements of Articles
6.1.1 of the GIA
(v) Submittal to the Distribution
Provider of “as-built” drawings,
information and documents for the
Interconnection Customer’s
Interconnection Facilities and the
Electric Generating Units, in
Interconnection
Customer
Existing 12 MW**
Deemed to have been
completed under the IFA
New incremental 4 MW
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Item Milestone Responsible Party Due Date
accordance with Article 5.10.3 of
the GIA
Within one hundred
twenty (120) Calendar
Days after the Effective
Date
* Pursuant to Article 5.1, Distribution Provider shall use Reasonable Efforts to complete
Distribution Provider's Interconnection Facilities, Distribution Upgrades, and Reliability Network
Upgrades by the dates set forth above. In the event Distribution Provider reasonably expects that
it will not be able to complete Distribution Provider's Interconnection Facilities, Distribution
Upgrades, and Reliability Network Upgrades by the specified dates, Distribution Provider shall
promptly provide written notice to Interconnection Customer and shall undertake Reasonable
Efforts to meet the earliest dates thereafter.
** Notwithstanding the required New Interconnection Facilities identified in Appendix A to the GIA,
the Generating Facility’s existing 12 MW generation is allowed to continue operation in parallel
with the Distribution System pending completion of the New Interconnection Facilities.
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Appendix C to GIA
Interconnection Details
1. Generating Facility: All equipment and facilities comprising the Interconnection
Customer’s digester gas fueled cogeneration using a de minimis amount of natural gas fuel
22212 Brookhurst St – OC San Plant 2 generating facility in Huntington Beach, California,
as disclosed by the Interconnection Customer, as summarized below:
Description: (i) four (4) existing Ideal Electric Company SAMB Frame M-9-33 internal
combustion engines each rated at 3750 kVA (3.75 MVA) (3000 net kW), one (1) new
Ideal Electric Company SAMB Frame M-9-33 internal combustion engine rated at 3750
kVA (3.75 MVA) (3000 net kW), and one (1) new Kato Engineering A251460000 steam
turbine rated at 1250 kVA (1.25 MVA) (1000 net kW) for a total maximum gross output of
20 MVA (total net output of 16 MW), (ii) control system which manages output of the
Generating Facility to be within the existing 12.0 MW output and maintained until the new
4.0 MW generation achieves its In-Service Date, (iii) Power Factor (“PF”) correction
equipment, as necessary, (iv) meters and metering equipment, and (v) appurtenant
equipment.
Total rated (gross) capacity at generator/inverter terminals: 20.0 MW at 1.0 PF
Total net capacity provided under the GIA at high-side of main
step-up transformer(s):
16.0 MW
Total net capacity provided under the GIA at Point of
Interconnection:
16.0 MW
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The Interconnection Customer has requested, and this GIA provides for, a total net capacity
of 16.0 MW as measured at the high-side of the main step-up transformer(s) and 16.0 MW at
the Point of Interconnection. The Parties acknowledge that the Generating Facility has a total
net capacity that exceeds Generating Facility’s existing 12.0 MW net capacity. Accordingly,
the Interconnection Customer agreed to install, own, operate and maintain a control limiting
device or, alternatively, by means of configuring the Generating Facility’s control system to
ensure the Generating Facility does not exceed the total 12.0 MW net capacity at the high-
side of the main step-up transformer(s) and Point of Interconnection, subject to the following:
(a) The Interconnection Customer provided documentation to the Distribution Provider
prior to the Effective Date of the GIA which demonstrated the ability of the control
limiting device or configuration of the control system to ensure the Generating Facility
does not exceed the total 12.0 MW net capacity provided under the GIA at the high-
side of the main step-up transformer(s) and Point of Interconnection.
(b) The Interconnection Customer’s control limiting device or configuration of the control
system for the Generating Facility shall remain installed until the Generating Facility’s
new 4.0 MW net capacity achieves its In-Service Date.
(c) Until the Generating Facility’s new 4.0 MW net capacity achieves its In-Service Date,
the control limiting device or configuration of the control system must be tested and
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remain in-service and operable at all times during which the Generating Facility is
producing electricity.
(d) The Interconnection Customer understands and acknowledges that prior to the Generating
Facility’s new 4.0 MW net capacity achieving its In-Service Date if the Distribution Provider
identifies that the Generating Facility has exceeded the total existing 12.0 MW net capacity
provided under the GIA at the high-side of the main step-up transformer(s) or Point of
Interconnection, this shall be considered a Breach of the GIA and the Distribution Provider
shall issue a notice of such Breach pursuant to Article 17.1 of this GIA. Such Breach shall
not be considered cured until such time as the Interconnection Customer can demonstrate, to
the satisfaction of the Distribution Provider, that the Generating Facility will be restricted to
within the total net capacity provided under the GIA for the total existing 12.0 MW net
capacity at the high-side of the main step-up transformer(s) and Point of Interconnection by
the Interconnection Customer’s control limiting device or control system, and the Generating
Facility shall be subject to disconnection in accordance with Articles 9.7.2 and 13 of this
GIA.
The Interconnection Customer acknowledges that if the Interconnection Customer wishes to
increase the amount of interconnection capacity provided pursuant to this GIA, the
Interconnection Customer shall be required to submit a new Interconnection Request in
accordance with the terms and conditions of the Tariff.
2. Interconnection Customer Operational Requirements:
(a) The Interconnection Customer shall cause the Generating Facility to participate in any
RAS required to prevent thermal overloads and unstable conditions resulting from
outages. Such participation shall be in accordance with applicable FERC regulations,
and ISO Tariff provisions and protocols. In accordance with Good Utility Practice, the
Distribution Provider will provide the Interconnection Customer advance notice of any
required RAS beyond that which has already been identified in this GIA.
(b) Following outages of the Interconnection Facilities or the Generating Facility, the
Interconnection Customer shall not energize the Generating Facility or Interconnection
Customer’s Interconnection Facilities for any reason without specific permission from
the Distribution Provider’s operations personnel. Such permission shall not be
unreasonably withheld.
(c) The Interconnection Customer shall maintain operating communications with the
Distribution Provider’s designated switching center. The operating communications
shall include, but not be limited to, system parallel operation or separation, scheduled
and unscheduled outages, equipment clearances, protective relay operations, and levels
of operating voltage and reactive power.
(d) The Generating Facility is an existing generation resource converting from a CPUC
jurisdictional interconnection agreement. The deliverability status of the Generating
Facility was previously determined by the ISO and has not been modified under this
GIA.
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(e) Compliance with Applicable Reliability Standards: The Interconnection Customer
shall comply with all Applicable Reliability Standards for the Interconnection
Customer’s Interconnection Facilities and the Generating Facility. The Distribution
Provider will not assume any responsibility for complying with mandatory reliability
standards for such facilities and offers no opinion as to whether the Interconnection
Customer must register with NERC. If required to register with NERC, the
Interconnection Customer shall be responsible for complying with all Applicable
Reliability Standards for the Interconnection Customer’s Interconnection Facilities and
the Generating Facility up to the Point of Change of Ownership, as described in Section
4 of Appendix A of this GIA.
(f) Cyber Security Precautions: The Interconnection Customer shall implement reasonable
administrative, technical, and physical safeguards, including any specific safeguards
specified from time to time by the Distribution Provider, to protect the security and
integrity of the Distribution Provider’s systems.
A “Cyber Security Incident” is: (a) unless expressly authorized under the GIA, any use,
reproduction, distribution, transfer, disposition, disclosure, possession, memory input,
alteration, erasure, damage, breach in the security, or other activity by a person or party
other than Distribution Provider of (i) Interconnection Customer’s computing systems
or equipment, including those that contain information about Distribution Provider’s
systems or provide information to Distribution Provider’s systems, or (ii) Distribution
Provider’s computing systems or equipment, if caused by the action or inaction of
Interconnection Customer; or (b) any unauthorized access to, interception of, disclosure
or acquisition of such information.
The Interconnection Customer shall immediately notify the Distribution Provider of
any reasonably suspected or confirmed Cyber Security Incident immediately upon
Interconnection Customer’s awareness of the event. Such notification to the
Distribution Provider by the Interconnection Customer shall be made to the Distribution
Provider’s operations representative as identified in Section (b) of Appendix F of the
GIA and shall include the nature of the event, date and time of the event, suspected
amount and type of information exposed and steps being taken to investigate the
circumstances of the exposure. The Interconnection Customer shall cooperate and
assist the Distribution Provider in the investigation, analysis and resolution of Cyber
Security Incidents affecting Distribution Provider’s systems. The Interconnection
Customer shall provide the Distribution Provider with details of the investigation and
final disposition of the Cyber Security Incident relating to Distribution Provider’s
services or systems or which may impact the confidentiality, integrity or availability of
those services or systems or of Distribution Provider’s information.
In addition to the above, Interconnection Customer shall: (i) regularly scan its systems
for vulnerabilities, (ii) rank all vulnerabilities and promptly remediate detected
vulnerabilities ranked as critical, high or moderate, and (iii) use commercially
reasonable efforts to identify any critical, high or moderate vulnerabilities, risks or
threats that could potentially impact Distribution Provider, and shall notify Distribution
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Provider in writing within one (1) Business Day after such identification. If
Interconnection Customer determines that it cannot remediate any such potential or
detected vulnerabilities, risk or threats within thirty (30) Calendar Days after
identifying any such potential or detected vulnerabilities, risks, or threats, it shall
promptly notify Distribution Provider in writing. Interconnection Customer’s
notification shall provide detailed information describing the controls used to mitigate
these vulnerabilities, risks or threats.
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Appendix D to GIA
Security Arrangements Details
Infrastructure security of Distribution System and Transmission System equipment and
operations and control hardware and software is essential to ensure day-to-day Distribution
System reliability and operational security. FERC will expect the ISO, all transmission
providers, market participants, and interconnection customers interconnected to the Distribution
System and Transmission System to comply with the recommendations offered by the
President's Critical Infrastructure Protection Board and, eventually, best practice
recommendations from the electric reliability authority. All public utilities will be expected to
meet basic standards for system infrastructure and operational security, including physical,
operational, and cyber-security practices.
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Appendix E to GIA
Commercial Operation Date
This Appendix E is a part of the GIA between Distribution Provider and Interconnection
Customer and is applicable to Electric Generating Units that are replaced at the Generating
Facility as approved by the Distribution Provider and as set forth in Appendix C, Interconnection
Details.
[Date]
Manager, Grid Contract Management
Southern California Edison Company
P. O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Re: _____________ Generating Facility
Dear _______________:
On [Date] [Interconnection Customer] has completed Trial Operation of [description
of unit(s)]. This letter confirms that [Interconnection Customer] commenced Commercial
Operation of [description of unit(s)] at the Generating Facility, effective as of [Date plus one
day].
Thank you.
[Signature]
[Interconnection Customer Representative]
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Appendix F to GIA
Addresses for Delivery of Notices and Billings
Notices:
(a) General Notices:
Distribution Provider Interconnection Customer
Southern California Edison
Company
Attn: Manager, Grid Contract
Management
P. O. Box 800
Rosemead, CA 91770
Orange County Sanitation
District
Attn: Robert Thompson / Jeff
Brown
18480 Bandilier Cir
Fountain Valley, CA 92708
(b) Operating Communications and Notifications:
The Distribution Provider and the Interconnection Customer shall provide for operating
communications through their respective designated representatives as follows:
The Parties agree to exchange the following information on or before the Effective
Date:
Distribution Provider Interconnection Customer
Orange County Sanitation
District
Grid Control Center/24 Hour
Telephone:
Operator Name and/or Title:
Control Room Operator 24
Hour Telephone:
Operation Center Fax. No.:
E-mail:
Operational Matters, Force Majeure, Outage Notices, Requests for Physical Access to
the Generating Facility and Reports of Cyber Security Incidents:
Distribution Provider Interconnection Customer
Name/Title:
Phone:
Name/Title:
Phone:
For Emergencies:
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Distribution Provider Interconnection Customer
Name/Title:
Phone:
Name/Title:
Phone:
Billings and Payments:
Distribution Provider Interconnection Customer
Southern California Edison
Company
Attn: Accounts Receivable
(GCM)
P. O. Box 800
Rosemead, CA 91771-0001
Orange County Sanitation
District
Attn: Robert Thompson / Jeff
Brown
18480 Bandilier Cir
Fountain Valley, CA 92708
Alternative Forms of Delivery of Notices (telephone, facsimile or email):
Distribution Provider Interconnection Customer
Southern California Edison Company
Attn: Manager, Grid Contract Management
Phone: (626) 302-9640
E-mail: GridContractManagement@sce.com
Orange County Sanitation
District
Attn: Robert Thompson / Jeff
Brown
Phone: (714) 593-7083
E-mail: jbrown@ocsan.gov
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Title Page
Southern California Edison Company FERC FPA Electric Tariff
Tariff Title: Wholesale Distribution Access Tariff
Tariff Record Title: Service Agreement No. XXX
SERVICE AGREEMENT FOR
WHOLESALE DISTRIBUTION SERVICE
Between
SOUTHERN CALIFORNIA EDISON COMPANY
And
ORANGE COUNTY SANITATION DISTRICT
(Project: 22212 Brookhurst St – OC San Plant 2 – SCE WDT2046, formerly QFID2804)
Contract Effective Date: See Section 1 Tariff Record Proposed Effective Date: xx/xx/xx
905.xxx.0 Version Number: 0.0.0
WDT2046 Option Code A
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SERVICE AGREEMENT FOR WHOLESALE DISTRIBUTION SERVICE
1. This Service Agreement, dated as of the date that Service under this Service Agreement
commences under Section 4, is entered into, by and between Southern California Edison
Company ("Distribution Provider"), and Orange County Sanitation District ("Distribution
Customer").
2. The Distribution Customer has been determined by the Distribution Provider to have a
Completed Application for Distribution Service under the Tariff.
3. The Distribution Customer has provided to the Distribution Provider an Application
deposit in the amount of $waived, in accordance with the provisions of Section 15.2 of the
Tariff, if applicable.
4. Service under this Service Agreement shall commence on the later of (1) the Effective
Date of the Distribution Customer’s 22212 Brookhurst St – OC San Plant 2 project Generator
Interconnection Agreement executed concurrently herewith (“GIA”), or (2) for a Wholesale
Distribution Load the date on which construction of any Direct Assignment Facilities and/or
Distribution System Upgrades specified in Sections 7.0 and 8.0 of the attached Specifications
For Wholesale Distribution Service are completed and all additional requirements are met
pursuant to Section 13.5 of the Tariff, or (3) for a Resource, the date on which construction of
any facilities specified in its generator interconnection agreement are completed unless operation
of the Resource is expressly permitted in the generator interconnection agreement prior to the
completion of any such facilities, or (4) such other date as it is permitted to become effective by
the Commission. Service under this Service Agreement shall terminate on the termination date
of the GIA.
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5. The Distribution Provider agrees to provide and the Distribution Customer agrees to take
and pay for Distribution Service in accordance with the provisions of the Tariff and this Service
Agreement.
6. Any notice or request made to or by either Party regarding this Service Agreement shall
be made to the representative of the other Party as indicated below.
Distribution Provider:
Southern California Edison Company
Transmission & Distribution
Manager, Grid Contract Management
P. O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Telephone No. (626) 302-9640
E-mail: GridContractManagement@sce.com
Distribution Customer:
Orange County Sanitation District
Attn: Robert Thompson / Jeff Brown
18480 Bandilier Cir
Fountain Valley, CA 92708
Telephone No. (714) 593-7083
E-mail: jbrown@ocsan.gov
7. The Tariff and attached Specifications For Wholesale Distribution Service are
incorporated herein and made a part hereof.
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IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be executed by
their respective authorized officials.
Distribution Provider:
By: Director, Interconnection &
Business Operations
Andrea L. Tozer Title Date
Distribution Customer:
By: Board Chairman
Ryan P. Gallagher Title Date
Distribution Customer:
Attest:
By: Clerk of the Board
Kelly A Lore, MMC Title Date
Distribution Customer:
Approved as to form:
By: General Counsel
Scott C. Smith Title Date
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SPECIFICATIONS FOR WHOLESALE DISTRIBUTION SERVICE
l. Term of Transaction: See Section 4 of the Service Agreement
Service Commencement Date: See Section 4 of the Service Agreement
Termination Date: See Section 4 of the Service Agreement
2. For a Resource, a description of capacity and energy, a five year forecast of monthly
Generation, and quantity of Contract Demand, if any: Distribution Customer’s 22212 Brookhurst
St – OC San Plant 2 project as described in the GIA. Capacity shall be as specified in Section 6
below. Distribution Customer shall provide Distribution Provider a five-year forecast of
monthly Generation.
3. Point of Receipt: A tap on the Distribution Provider’s Huntington Beach-Lafayette 66
kV distribution line out of Orcogen 66 kV Substation.
Point of Delivery: The ISO Grid at Distribution Provider’s 220kV Bus at Ellis A
Substation.
Receiving Party: The California Independent System Operator Corporation.
4. Description of Wholesale Distribution Load at the Point of Delivery (including a five
year forecast of monthly load requirements): Not Applicable.
5. Interruptible Wholesale Distribution Load amount (summer and winter), location and
conditions/limitations (five year forecast): Not Applicable.
6. Capacity and energy to be transmitted.
6.1 For Resources:
Generation: 16 MW.
Contract Demand (if applicable):
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As-Available Charging Distribution Service: Not Applicable.
Firm Charging Distribution Service: Not Applicable.
6.2 For Wholesale Distribution Load, the estimated peak load for informational
purposes only: Not Applicable.
7. Direct Assignment Facilities: Provided for in the GIA.
8. Distribution System Upgrades required prior to the commencement of service: None.
9. Real Power Loss Factors: The factor set forth in Section 13.9 of the Tariff applicable to
Resources interconnected at distribution voltages 50 kV and above.
10. Power Factor: The Distribution Customer is required to maintain its power factor within
a range of 0.95 lagging to 0.95 leading (or, if so specified in the Service Agreement, a greater
range), pursuant to Good Utility Practice. This provision recognizes that a Distribution
Customer may provide reactive power support in accordance with Section 12.10 (Self Provision
of Ancillary Services), of this Tariff. The operating power factor at the Point of Receipt shall be
at unity unless Distribution Customer is otherwise notified by the Distribution Provider to
maintain a specified voltage schedule while operating within the power factor range as specified
above.
11. Distribution Service under this Agreement will be subject to the charges detailed below,
as applicable, unless the Distribution Customer is paying for Higher-of Facilities. For
Distribution Customers with Charging Capacity, the payment obligation arises upon the
commencement date of As-Available Charging Distribution Service or Firm Charging
Distribution Service, as applicable.
For Distribution Service to Charging Capacity from ISO Grid.
11.1 Monthly Customer Charge:
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11.1.1 Wholesale Distribution Load (if applicable): Not Applicable.
11.1.2 Charging Distribution Service (if applicable): Not Applicable.
11.2 Monthly Charge:
11.2.1 Wholesale Distribution Load (if applicable): Not Applicable.
11.2.2 Monthly Charge for Charging Distribution Service (if applicable):
11.2.2.1 As-Available Charging Distribution Service: Not Applicable.
Monthly Charge = Metered energy usage for the month (kWh) *
Energy Charge Rate ($/kWh)]
As-Available Energy Charge Rate: Per the Tariff for Service Level
Not Applicable
Crediting provisions of Section 7.2.2.3 of Attachment K apply (check
one):
☐ Yes ________
☐ No
11.2.2.2 Firm Charging Distribution Service: Not Applicable.
Monthly Charge = Contract Demand * Demand Charge Rate
Demand Charge Rate: Per the Tariff for Service Level: ____
11.3 Facilities Charge: The monthly Interconnection Facilities Charge, as provided for
under the GIA.
11.4 System Impact and/or Facilities Study Charge(s) (if not otherwise set forth in
Attachment I to the Tariff): None.
12. Letter of credit or alternative form of security to be provided and maintained by a
Wholesale Distribution Load Distribution Customer pursuant to Sections 8 and 16.4 of the
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Tariff: Not Applicable.
13. Operating conditions and/or limitations relating to As-Available Charging Distribution
Service: Not Applicable.
14. If a Distribution Customer has Charging Capacity and retail load at the same site, the
meters shall be configured to meter the retail load separately from the Charging Capacity.
15. A Distribution Customer subject to CMS requirements, or its successor, will be permitted
to collect, capture, and retain all data transmitted by the Distribution Provider to the Distribution
Customer via a remote terminal unit (RTU). All such data retained by the Distribution Customer
shall be the property of the Distribution Customer.
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OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4169 Agenda Date:9/3/2025 Agenda Item No:11.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
COLLECTIONS YARD RELOCATION AND WAREHOUSE DEMOLITION AT PLANT NO.2,
PROJECT NO. P2-127
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Approve a Final Change Order and a construction contingency increase of $546,890 (8.4%)to
finalize all costs for the existing Construction Contract with Archico Design Build,Inc.,for Collections
Yard Relocation and Warehouse Demolition at Plant No.2,Project No.P2-127,for a total
contingency amount of $1,196,890 (18.4%).
BACKGROUND
Orange County Sanitation District (OC San)Project No.P2-127 constructed a new collections yard
and two remote warehouse stations to replace the existing Plant No.2 warehouse.The new facilities
will support operations and maintenance of Plant No.2,the collection system,and off-site pump
stations.
Construction started in August 2023.Beneficial Occupancy of the new remote warehouses was
achieved in September 2024,followed by the demolition of the existing Plant No.2 warehouse and
beneficial occupancy of the new collections yard in November 2024.Substantial project completion
was achieved in February 2025, and final project completion was achieved in April 2025.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Commitment to safety & reducing risk in all operations
PROBLEM
During construction there were unknown utility conflicts which required design changes and
clarifications.At the end of the project,safety and functionality design changes were also required to
commission the new compressed natural gas fueling system.
The unknown conditions and design changes resulted in impacts to the Contractor.While some
Orange County Sanitation District Printed on 8/26/2025Page 1 of 3
powered by Legistar™
File #:2025-4169 Agenda Date:9/3/2025 Agenda Item No:11.
The unknown conditions and design changes resulted in impacts to the Contractor.While some
delays were mitigated during construction,others impacted the performance of work and extended
the project duration.During construction,the Contractor provided several requests for changes with
insufficient documentation.
During the course of construction and prior to final completion,the Orange County Sanitation District
(OC San)found merit for an additional $420,119 which was within the remaining approved
contingency.OC San prepared a change order to process those agreed upon changes,but the
Contractor requested to put all pending changes on hold until the remaining disputed items were
resolved, which totaled $997,027.
OC San and the Contractor engaged in several meetings to review additional Contractor-provided
information and evaluate the merit and cost of the remaining disputed items.The meetings were
conducted from April 2024 through August 2025.Upon completion of the meetings,it was
determined that there was merit for $374,881 in changes and $200,000 due to time impacts.
OC San and the Contractor have reached a tentative agreement to resolve all outstanding issues and
close the project,which amounts to $574,881 for all remaining outstanding changes.This negotiated
amount represents full and final compensation for all cost and time impacts on the project,requires a
final change order of $995,000 to close the project,and requires an increase to the construction
contingency of $546,890.
PROPOSED SOLUTION
Approve a Final Change Order and construction contingency increase to the construction contract.
TIMING CONCERNS
Final Completion was achieved in April 2025.Failure to execute the final change order in a timely
basis may expose OC San to additional legal and staff costs.
RAMIFICATIONS OF NOT TAKING ACTION
If the final change order is not approved,the Contractor may seek legal action against OC San to
obtain compensation for all requested and disputed items.
PRIOR COMMITTEE/BOARD ACTIONS
July 2023 -Awarded a Construction Contract to Archico Design Build,Inc.,for Collections Yard
Relocation and Warehouse Demolition at Plant No.2,Project No.P2-127,for an amount not to
exceed $6,500,000; and approved a contingency of $650,000 (10%).
ADDITIONAL INFORMATION
N/A
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File #:2025-4169 Agenda Date:9/3/2025 Agenda Item No:11.
CEQA
The Project is included in the Facilities Master Plan 2020 Program Environmental Impact Report
(PEIR), State Clearinghouse Number 2019070998.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update FY 2025-26,Page A-8,Collections Yard Relocation and Warehouse
Demolition at Plant No.2,Project No.P2-127)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:
·Presentation
AL:lb
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1
Collections Yard Relocation and
Warehouse Demolition at Plant No. 2,
Project No. P2-127
Presented by:
Raul Cuellar
Engineering Manager
Operations Committee
September 3, 2025
2
Plant No. 2 Previous Site Plan
Relocation of collections yard and warehouse needed
to reserve space to replace aging digesters.
Existing Digesters
[Previous] Collections Yard
[Previous] Warehouse
N
1
2
8/27/2025
2
3
Plant No. 2 Current Site Plan at Completion
N
New Warehouse Station C
in Existing Building
New Collections Yard
New Warehouse Station A & Fleet Storage
Demolished
Areas
Covered Laydown
FleetStorage
N
Lockers
4
Warehouse Station A & Fleet Storage
Lockers Fleet Storage
Covered LaydownWarehouse Station A
3
4
8/27/2025
3
5
Collections Yard & New CNG Filling Station
N
Parking Canopy Structure
Collections Yard
Parking Canopy Structure with Slow Fill Compressed Natural Gas (CNG)Tire Filling & Vacuum
Collections Yard
Existing
Warehouse
Demolition
6
1 2
3 4
5
6
8/27/2025
4
7
Utility Conflicts at Collections Yard
8
Utility Conflicts at Collections Yard
Shift Collections Yard
2-ft north
Shift
Parking Canopy5-ft north
Collections Yard
Parking Canopy Structure
7
8
8/27/2025
5
9
Utility Conflicts at Collections Yard
Shift
Collections Yard 2-ft north
Shift
Parking Canopy
5-ft north
Collections Yard
Parking Canopy Structure
Original
Location
New
Location
10
Contingency and Agreed Changes
Final Percentage
(%)
Final Amount
($)Construction Contract
$ 6,500,000Original Contract Amount
10.0%$ 650,000Board Approved Contingency
3.1%$ 201,890Total Approved Changes
6.9%$ 448,110Remaining Contingency
$ 172,352Collections Yard Changes Due to Footing Conflicts
$ 96,645Warehouse Station and Design Clarifications / Changes
$ 49,636CNG Upsize / Design Changes / Safety Improvements
$ 101,486Unknown Utility Conflicts (Fire Line)
6.5%$ 420,119Total Agreed Changes (Fall 2024)
9
10
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6
11
Construction Change Order Disputes
•Disputed items: $997,027
•Direct costs: $456,885—Submitted before end of 2024
•Overhead for time delays: $520,142—Submitted February 2025
•All disputed items were initially rejected due to:
•Incomplete contractual basis
•Missing cost documentation
•Incomplete time impact analysis
•Fact finding/dispute resolution meetings: April 2024 through August 2025 (~16 months)
•Contractor requested to issue one final change order
12
Construction Change Order Disputes
*Overhead for Time Delays
•232 days – total project delay
•Compensable: 114 days at $1,754/day
•Non-compensable: 118 days
Final Amount Contractor
Requested AmountItem
$215,252$220,078Electrical Clarifications
$148,277$148,577Civil/Site Design Clarifications
$11,352$11,352Collections Yard Functionality
$0$76,878No Merit Items
$374,881$456,885Total
$200,000$520,142Overhead for Time Delays *
$574,881$977,027Total Disputed Changes
11
12
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7
13
Construction Contract Status
Percentage (%)Final
Amount ($)Construction Contract
$ 6,500,000Original Contract Amount
10.0%$ 650,000Board Approved Contingency
$ 201,890Total Approved Changes
$ 420,119Agreed Changes
0.4%$ 27,991Remaining Contingency
$ 574,881 Total Disputed Changes
8.4%$ 546,890Requested Contingency Increase
14
Recommend to the Board of Directors to:
Approve a Final Change Order and a construction contingency increase of
$546,890 (8.4%) to finalize all costs for the existing Construction Contract with
Archico Design Build, Inc., for Collections Yard Relocation and Warehouse
Demolition at Plant No. 2, Project No. P2-127, for a total contingency amount of
$1,196,890 (18.4%).
Recommendation
13
14
8/27/2025
8
Questions?
15
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4168 Agenda Date:9/3/2025 Agenda Item No:12.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
ENGINE AND GENERATOR OVERHAULS AT PLANT NOS.1 AND 2 PHASE 2,CONTRACT NO.
J-135C
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a project budget increase of $2,500,000 for Central Generation Engine Overhauls at
Plant Nos. 1 and 2, Project No. J-135, for a new total budget of $74,700,000;
B. Award a Sole Source Service Contract to Cooper Machinery Services LLC for Engine and
Generator Overhauls at Plant Nos. 1 and 2, Phase 2, Contract No. J-135C, as part of Central
Generation Engine Overhauls at Plant Nos. 1 and 2, Project No. J-135, for a total amount not to
exceed $28,642,770; and
C. Approve a contingency of $2,864,277 (10%).
BACKGROUND
In the early 1990s,Orange County Sanitation District (OC San)installed eight internal combustion
engines manufactured by Cooper Bessemer at the Central Generation (CenGen)facilities at Plant
Nos.1 and 2 to generate electricity using digester gas.During normal operating conditions,the
CenGen facilities supply approximately 60%of the electricity at Plant No.1 and 95%of the electricity
at Plant No.2.CenGen is also used to provide power to the plants during a utility power outage to
maintain permit compliance.
OC San staff performs routine and scheduled maintenance based on hours of runtime,in accordance
with the manufacturer’s recommendations.A complete engine overhaul is required after 120,000
hours of runtime.There are three engine generator sets (Gensets)at Plant No.1 and five Gensets at
Plant No. 2.
Cooper Machinery Services LLC (Cooper)has completed or will be completing overhauls on Genset
Nos.1 and 3 at Plant No.1 and Genset Nos.1,4,and 5 at Plant No.2 under Contract Nos.J-135A
and J-135B.Contract No.J-135B is scheduled to be completed by April 2026.This is the first
complete overhaul of these Gensets.
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File #:2025-4168 Agenda Date:9/3/2025 Agenda Item No:12.
RELEVANT STANDARDS
·Protect OC San assets
·Maintain a proactive asset management program
·24/7/365 treatment plant reliability
·Comply with environmental permit requirements
PROBLEM
Upon completion of Contract No.J-135B,a total of five Gensets will be overhauled between both
plants,which equals the number of Gensets required during normal plant operation to utilize the
available digester gas.The remaining three Gensets,Genset No.2 at Plant No.1 and Genset Nos.
2 and 3 at Plant No.2,are in similar condition and also require complete overhauls to provide
sufficient redundancy and reliability during wet and dry weather conditions.
PROPOSED SOLUTION
Award a Sole Source Service Contract to Cooper to complete the overhaul of the remaining three
Gensets.Upon completion,all eight Gensets at Plants Nos.1 and 2 will have been rebuilt,each with
an additional runtime of approximately 20-25 years.
TIMING CONCERNS
Any delays in initiating the overhaul of the remaining three Gensets will result in continued operation
with reduced reliability and an increased risk of failure.
RAMIFICATIONS OF NOT TAKING ACTION
This overhaul is required to maintain overall system reliability and ensure consistent performance
across all Genset units.If the engines fail,digester gas will need to be burned using flares,additional
utility power will be required.CenGen will not be able to provide power to the two treatment plants
during a utility power outage,resulting in a reduction of overall reliability of the treatment plants and
potential South Coast Air Quality Management District permit violations.
PRIOR COMMITTEE/BOARD ACTIONS
December 2024 -Approved a contingency increase of $711,765 (5.6%)to the existing Sole Source
Service Contract with Cooper Machinery Services LLC for Engine and Generator Overhauls at Plant
Nos.1 and 2, Project No. J-135B, for a total contingency of $5,284,985 (18%).
April 2023 -Approved the addition of funds to include generator overhauls as part of the construction
contract with Cooper Machinery Services LLC for the Engine and Generator Overhauls at Plant Nos.
1 and 2,Contract No.J-135B,in the amount of $1,637,117 (5.6%),for a total construction
contingency of $4,573,220 (15.6%).
July 2022 -Awarded a Sole Source Service Contract to Cooper Machinery Services LLC for Engine
and Generator Overhauls at Plant Nos.1 and 2,Project No.J-135B,for a total amount not to exceed
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File #:2025-4168 Agenda Date:9/3/2025 Agenda Item No:12.
$29,361,029; and approved a contingency of $2,936,103 (10%).
March 2021 -Awarded a Sole Source Service Contract to Cooper Machinery Services to provide a
Central Generation Engine No.1 Overhaul at Plant No.1,per Proposal 210204-839,for a total
amount of not to exceed $3,705,932; and approved a contingency of $741,186 (20%).
ADDITIONAL INFORMATION
OC San made extensive efforts,particularly during the procurement of Contract No.J-135B,to
identify alternative service providers with adequate technical qualifications who could also meet the
terms and conditions of OC San’s contracts.After a thorough evaluation,OC San determined that
Cooper remains the only viable service provider for this project.
CEQA
The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California
Code of Regulations Section 15301.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update FY 2025-26,Page A-7,Central Generation Engine Overhauls at
Plant No.1 and 2,Project No.J-135).This item will increase the project budget and will be funded
from the CIP budget.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Sole Source Service Contract
·Presentation
SA:lb
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Orange County Sanitation District 1 of 13 Specification No. J-135C
SOLE SOURCE SERVICE CONTRACT
Specification No. J-135C Engine and Generator Overhauls at Plant No. 1 and 2 Phase 2
THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 18480 Bandilier Circle,
Fountain Valley, CA 92708 (hereinafter referred to as "OC San") and Cooper Machinery Services LLC with a principal place of business at 16250 Port Northwest Drive, Houston, Texas 77041 (hereinafter referred to as "Contractor") collectively referred to as the “Parties”.
W I T N E S S E T H
WHEREAS, OC San desires to retain the services of Contractor for Engine and Generator
Overhauls at Plant No. 1 and 2, “Services” as described in Exhibit “A”; and
WHEREAS, OC San has chosen Contractor to conduct Services in accordance with OC San’s current Purchasing Ordinance; and
WHEREAS, on September 24, 2025, the Board of Directors of OC San, by minute order, authorized execution of this Contract between OC San and Contractor; and
WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish
such Services.
NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged
between the Parties, the Parties mutually agree as follows:
1. Introduction.1.1 This Contract and all exhibits hereto (called the "Contract") is made by OC San and theContractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit “A”.
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein.
Exhibit “A” Includes Exhibit A-1”, Scope of Work for Engine Overhauls, and Exhibit “A-2”, Generator Overhauls Exhibit “B” Proposal Exhibit “C” Determined Insurance Requirements Form Exhibit “D” Contractor Safety Standards Exhibit “E” Human Resources Policies
Exhibit “F” General Conditions Exhibit “G” Performance and Payment Bonds
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Sole Source Service Contract shall in all respects govern and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
Orange County Sanitation District 2 of 13 Specification No. J-135C
the meaning or interpretation of this Contract or any paragraph or provision hereof.
1.6 The term “days”, when used in the Contract, shall mean calendar days, unless otherwise noted as business days.
1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Lincoln’s Birthday, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 The term “hours”, when used in this Contract, shall be as defined in Exhibit “A”.
1.9 Contractor shall provide OC San with all required premiums and/or overtime work, as
specified in this Contract, at no charge beyond the price provided under “Compensation” below.
1.10 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OC San.
2.Compensation. Compensation to be paid by OC San to Contractor for the Services providedunder this Contract shall be a total amount not to exceed Twenty Eight Million Six Hundred
Forty-Two Thousand Seven Hundred Seventy 00/100 Dollars ($28,642,770.)
3.California Department of Industrial Relations (DIR) Registration and Record of Wages.3.1 Pursuant to Labor Code sections 1720 et seq., and as specified in Title 8, California Code ofRegulations section 16000, prevailing wages are required to be paid for all 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.
3.2 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).
3.3 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.
3.4 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.
3.5 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.
Orange County Sanitation District 3 of 13 Specification No. J-135C
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 requireddocuments for the period covering such payment request. Pursuant to Title 8, CaliforniaCode of Regulations section 16463, OC San shall withhold any portion of a payment, up
to and including the entire payment amount, until certified payroll forms and any otherrequired documents are properly submitted. In the event certified payroll forms do notcomply 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.
3.6 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.
In addition to the penalty and pursuant to Labor Code section 1775, the differencebetween the prevailing wage rates and the amount paid to each worker for each calendarday 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.
3.7 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.
3.8 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.
3.9 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.
3.10 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.
4.Payments and Invoicing.4.1 OC San shall pay, net 30 days, upon receipt, by OC San’s Engineer (“Engineer”) or designee,of itemized invoices submitted for Milestones completed in accordance with Exhibit B.
Orange County Sanitation District 4 of 13 Specification No. J-135C
4.2 OC San shall approve or reject invoices within 14 days of receipt. Any invoice not rejected in writing within 14 days of receipt shall be deemed approved by OC San. OC San, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily
completed. In the event OC San disputes an invoice or has a reasonable basis for determining Services have not been satisfactorily completed, OC San agrees to pay the undisputed portion of any invoice in a timely manner while both parties agree to discuss in
good faith to resolve the disputed portions of an invoice. If OC San fails to pay an undisputed invoice after receiving 30 days written notice of non-payment, Contractor shall have the right to suspend performance and Contract Term shall be extended for a time equal to the suspension for non-payment. Should suspension for non-payment last 30 days, Contractor shall have the right to terminate and OC San agrees to pay termination fees in accordance with Section 12.1.
4.3 Invoices shall be submitted through OC San’s PMWeb system (or current electronic system) and a copy emailed by Contractor to OC San Accounts Payable at APStaff@OCSD.com and “INVOICE” with the Purchase Order Number and Specification No. J-135C shall be referenced in the subject line.
5.Audit Rights. Contractor agrees that, during the term of this Contract and for a period ofthree years after its termination, OC San shall have access to and the right to examine anydirectly pertinent books, documents, and records of Contractor relating to the invoicessubmitted by Contractor pursuant to this Contract. OC San agrees all audits are subject toconfidentiality and non-disclosure provisions and are limited to the purpose of OC Sanverification of payment and invoicing records, except to the extent required by a government
agency.
6. Scope of Work. Subject to the terms of this Contract, Contractor shall perform the Services
identified in Exhibit “A”. Contractor shall perform said Services in accordance with generallyaccepted industry and professional standards.
7. Modifications to Scope of Work. Requests for modifications to the Scope of Work or dueto delays solely attributable to OC San hereunder can be made by either party at any time.All modifications must be made in writing, approved and signed by both Parties before any
Work on the modification shall begin. In the event of a modification, time of performance andpayment for work shall be altered accordingly.
8.Contract Term. The Services provided under this Contract shall be completed within 793
calendar days from the effective date of the Notice to Proceed.
9. Renewals. Not Used
10.Extensions. The term of this Contract may be extended only by written instrument signed
by both Parties.
11.Performance. Time is of the essence in the performance of the provisions hereof.
12.Termination.12.1 OC San reserves the right to terminate this Contract for its convenience, with or withoutcause, in whole or in part, at any time, by written notice from OC San of intent to terminate.
OC San also reserves the right to terminate this Contract for default in accordance with section 12.2 and 12.3. Upon receipt of a termination notice for convenience or terminate notice
Orange County Sanitation District 5 of 13 Specification No. J-135C
under 12.3, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). In all cases of termination whether for convenience or default, OC
San shall thereafter, within thirty 30 days, pay Contractor for work performed (cost and fee) to the date of termination, including any reasonable costs and expenses incurred by Contractor as a direct result of such termination for any goods or services in progress prior to the effective
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 Contractor shall release OC San from any further fee, cost or
claim relating to the terminated portion of the Contract, hereunder by Contractor.
12.2 OC San reserves the right to terminate this Contract upon determination that Contractor has materially breached any of the terms of this Contract and failed to commence to cure within 10 days with continual diligent efforts following receipt of written notice of such breach. In the event of termination under this section, Contractor total liability shall not exceed the actual and reasonable documented costs and expenses to complete the terminated Scope of Work.
12.3 OC San may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor:
if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
12.4 All OC San property in the possession or control of Contractor shall be returned by Contractor to
OC San upon demand, or at the termination of this Contract, whichever occurs first.
13.Insurance. Contractor and all subcontractors shall purchase and maintain, throughout the
life of this Contract and any periods of warranty or extensions, insurance in amounts equal tothe requirements set forth in the signed Acknowledgement of Insurance Requirements(attached hereto and incorporated herein as Exhibit “C“). Contractor shall not commence workunder 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 subcontractuntil all insurance required of the subcontractor has been obtained. Failure to maintainrequired insurance coverage shall result in termination of this Contract. Any requirements foradditional insured, waiver of rights of subrogation or recognition of Contractor’s insurance asprimary shall apply only to the extent of the legally-binding indemnities agreed to byContractor in the Contract.
14.Bonds. Contractor shall, before entering upon the performance of this Contract, furnishbonds (attached hereto in Exhibit “G”) approved by OC San’s General Counsel - one in theamount of one hundred percent (100%) of the total Contract Phase 2-A, 2-B, or 2-C as listed
in Exhibit “B”, to guarantee the faithful performance of the work, and the other in the amountof one hundred percent (100%) of the total Contract Phase as listed in Exhibit “B”, toguarantee payment of all claims for labor and materials furnished. This Contract shall not
become effective until the first bond is supplied to and accepted by OC San. Work may notbegin on any next Contract Phase 2-A, 2-B, or 2-C until its bond has been received andaccepted by OC San. Bonds must be issued by a California admitted surety and must bemaintained throughout the life of the Contract and during the warranty period.
15.Indemnification and Hold Harmless Provision. Contractor shall assume responsibility fordirect damages to property and/or injuries to persons, including accidental death, to the extentsuch damages arise out of or are caused by the negligence of Contractor under this Contract,or by the negligence of its subcontractor(s) or by anyone directly or indirectly employed byContractor, and whether such damage or injury shall accrue or be discovered before or after
the termination of the Contract. Contractor shall indemnify, protect, defend and hold harmless
Orange County Sanitation District 6 of 13 Specification No. J-135C
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 , to the extent arising out of orin connection with Contractor's negligent performance under the Contract, and/or (b) to theextent on account of use of any copyrighted or uncopyrighted material, composition, or
process, or any patented or unpatented invention, article or appliance, furnished or useddirectly by Contractor or its subcontractor(s) under the Contract. This indemnificationprovision shall apply to any acts or omissions, willful misconduct, or negligent misconduct,
whether active or passive, on the part of Contractor of or anyone employed by or workingunder Contractor. Notwithstanding the foregoing, Contractor has no responsibility to and willnot indemnify OC San, or its elected and appointed officials, officers, agents and employees,for claims, liabilities, expenses, or damages of any nature to the extent arising from, causedby or in connection with OC San’s negligence (sole, joint, or concurrent), gross negligence,willful misconduct or any other fault on the part of OC San.
16.Contractor Safety Standards. OC San requires Contractor and its subcontractor(s) to followand 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 theContract it is discovered that the Contractor Safety Standards do not comply with Federal,State, or local regulations, then the Contractor is required to follow the most stringentregulatory requirement at no additional cost to OC San. Contractor and all of its employeesand subcontractors, shall adhere to all applicable Contractor Safety Standards attachedhereto in Exhibit “D” and the Human Resources Policies (Exhibit “E”).
17.California Voluntary Protection Program Annual Reporting Requirement.If Contractor will potentially work 1,000 combined hours in a quarter, for the term of the
Agreement, Contractor shall provide an annual report detailing its safety and healthinformation, including, but not limited to, its total number of employees, work hours, numberof injuries and illnesses, and number of injury and illness cases involving days away fromwork, restricted work activity and/or job transfer. Contractor shall furnish this report to OCSan no later than January 20th each calendar year.
Failure to provide this data by the required due date may result in suspension of Contractor’sservices with OC San. Any delay arising out of or resulting from such suspension shall beContractor’s sole responsibility and considered Contractor caused delay, which shall not becompensable by OC San.
18. Warranties. In addition to the warranties stated in Exhibit "A", the following shall apply:
18.1 Where applicable, Contractor supplier’s standard warranty shall apply. To the extent possible,Contractor shall transfer its supplier’s warranties to OC San for the work as complete.
Contractor's Warranty (Guarantee): Contractor warrants that any goods, parts, repairs, or
upgrades supplied by Contractor under this Contract shall (i) be free from any materials and workmanship for the specified warranty period, (ii) conform to the specifications mutually agreed in Exhibit “A” (herein incorporated by reference), and (iii) all Services will be performed in a competent and diligent manner in accordance with generally accepted standards for such services. If within a one-year period of completion of all work as specified in Exhibit “A”, OC San informs Contractor in writing that any portion of the Services provided fails to meet the standards required under this section 17 of the Contract, Contractor shall, within the time agreed to by OC San and Contractor, repair, replace, or re-perform the noted non-conforming deficiency(ies) in goods or Services at Contractor's sole option and expense. If the good or Service cannot be made to conform to the warranty in this section by repair, replace, or re-performance, Contractor’s responsibility shall be to refund the portion of the purchase price
Orange County Sanitation District 7 of 13 Specification No. J-135C
allocated to the non-conforming goods or Services. The remedies set forth in this section constitute the sole and exclusive remedies for all claims arising out of or related to any defect
or non-conformity in the products, parts, goods, or services regardless when the defect or non-conformity arises. Contractor shall have no responsibility to repair or replace defective equipment or component parts resulting from the use of repair or replacement parts not of
Contractor’s manufacture or approved by Contractor or from OC San’s failure to store, install, maintain, and operate the equipment according to Contractor’s written instructions and drawings and standard industry practice. Deterioration and wear occasioned by chemical and
abrasive action or excessive heat shall not constitute defects. Transportation of products to and from Contractor’s service facility shall be borne to OC San when a repair is not covered by warranty. Warranty work provided under this Contract does not assure uninterrupted operation of the products. Equipment and accessories furnished by third parties which are not incorporated in the equipment manufactured by Contractor are warranted only to the extent of the original manufacturer’s warranty to Contractor. THE WARRANTIES SET FORTH IN THIS SECTION 17 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER WRITTEN OR ORAL. NO IMPLED
WARRANTY OR CONDITION, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
19.Liquidated Damages. In the event the Contractor fails to achieve completion of the workwithin the term of this Contract or achievement of any designated Milestones due to delayssolely caused by and attributable to Contractor, which are not otherwise excusable under theterms of the Contract, and, after due allowance for extensions of time made in accordancewith the Contract, if any, OC San will sustain damage which would be extremely difficult andimpracticable to ascertain. The Parties therefore agree that in each such event, Contractorwill pay to OC San the sum of five hundred ($500.00) per day, as Liquidated Damages, andnot as a penalty, for each and every calendar day during which Substantial Completion (793)calendar days from Notice to Proceed), as defined below, is so delayed. In addition,Contractor will pay to OC San the sum of one hundred ($100.00) per day, as Liquidated
Damages, and not as a penalty, for each and every calendar day during which FinalCompletion (823) calendar days from Notice to Proceed), as defined below, is so delayed.The parties agree that such Liquidated Damages represent a fair and reasonable estimate of
the damages OC San may suffer as a result of Contractor’s delay in delivery. Contractoragrees to pay such Liquidated Damages and further agrees that OC San may offset theamount of Liquidated Damages from any monies due or that may become due Contractor
under this Contract. Contractor also agrees that to the extent the amount of LiquidatedDamages exceeds any monies due to the Contractor under this Contract, Contractor shallpay all such amounts to OC San upon demand. If this provision is found for any reason to bevoid, invalid, or otherwise inoperative so as to disentitle OC San from claiming LiquidatedDamages, OC San is entitled to claim against the Contractor damages at law for theContractor’s failure to complete the work during the term of this Contract. In no event shallContractor’s maximum Liquidated Damages exceed five percent (5%) of the Contract Priceallocated to the delayed portion of the work. Such Liquidated Damages shall be in lieu of allactual damages, solely resulting from the delay in the delivery of the goods, services, or workunder this Contract, and shall be OC San's sole and exclusive remedy and Contractor's soleand exclusive responsibility for such delay.
19.1 SUBSTANTIAL COMPLETION Substantial Completion of the work means all Gen-Sets, as defined in Exhibit “A”, have
been completed and OC SAN can beneficially occupy or utilize them all for the purpose for which they are intended, and the work complies with applicable codes and regulations, including if required, issuance of certificates of occupancy, or certificate of
suitability for use from the appropriate governmental agencies, as determined by the
Orange County Sanitation District 8 of 13 Specification No. J-135C
Engineer at his/her sole discretion.
19.2 FINAL COMPLETION After the Engineer has made the final inspection and is satisfied that the work has been completed in accordance with the Contract, including all punchlist items, and is satisfied
that all submittals have been made and accepted, including, but not limited to all materials required by the Contract and all As-Builts, Record Drawings by the Contractor, if required by the Contract, and any other required record documents have been
completed and accepted, all change order work has been completed and accepted by the Engineer, and all other requirements of the Contract, except for any unexecuted change orders, possible future warranty and guarantee work have been accomplished, the Contractor shall obtain, in writing, the acceptance by the Engineer of the full completion of the Work and the date thereon.
20.AQMD Pass-Through Fees and Fines. In the event the Contractor fails to reach finalcompletion of any one Gen-Set within the 275 calendar days (9 months) as required
under in Exhibit “A” OC San may be subject to fees and fines imposed by the AirQuality Management District (AQMD). The cost of these AQMD fees and fines asvalidated by OC San shall be passed through to the Contractor. Contractor agrees topay such fees and fines and further agrees that OC San may offset the amount of these feesand fines from any monies due or that may become due Contractor under this Contract.Contractor also agrees that to the extent the amount of these fees and fines exceeds any
monies due to the Contractor under this Contract, Contractor shall pay all such amounts toOC San upon demand.
21.Damages. Contractor’s total responsibility for any claims, including but not limited toindemnity claims under Section 15, damages, losses or liabilities arising out of or related toits performance of this Contract or the products and Services covered hereunder shall not
exceed two times the Contract price. EXCLUDING CLAIMS RESULTING FROM GROSSNEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL CONTRACTOR OR OCSan BE LIABLE FOR PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL ORCONSEQUENTIAL DAMAGES OF ANY KIND AS DEFINED BY THE LAW GOVERNINGTHIS CONTRACT RESULTING FROM OR ARISING OUT OF THIS CONTRACT,INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, PRODUCTION ORUSE HOWSOEVER SAME MAY BE CAUSED.
22.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 saidparty shall use reasonable efforts to minimize the extent of the delay. Work affected by a ForceMajeure condition may be rescheduled by mutual consent or may be eliminated from theContract.
23.Freight (F.O.B. Destination). Contractor assumes full responsibility for all transportation,transportation scheduling, packing, handling, insurance, and other services associated withdelivery of all products deemed necessary under this Contract.
24.Familiarity with Work. By executing this Contract, Contractor warrants that: 1) it hasinvestigated the work to be performed; 2) it has investigated the site of the work and is aware ofall conditions there; and 3) it understands the facilities, difficulties and restrictions of the workunder this Contract. Should Contractor discover any latent or unknown conditions materiallydiffering from those inherent in the work or as represented by OC San, it shall immediatelyinform OC San of this and shall not proceed, except at Contractor’s risk, until writteninstructions are received from OC San.
Orange County Sanitation District 9 of 13 Specification No. J-135C
25.Regulatory Requirements. Contractor shall perform all work under this Contract in strictconformance with applicable Federal, State, and local regulatory requirements including, butnot limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and CaliforniaWater Codes Division 2.
26.Environmental Compliance. Contractor shall, at its own cost and expense, comply with allFederal, State, and local environmental laws, regulations, and policies which apply to theContractor, its subcontractors, and the Services, including, but not limited to, all applicableFederal, State, and local air pollution control laws and regulations.
27.Licenses, Permits, Ordinances and Regulations. Contractor represents and warrants toOC San that it has obtained all licenses, permits, qualifications, and approvals required to bein Contractor’s name of whatever nature that are legally required to engage in this work. Anyand all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs
that pertain to the work performed under the terms of this Contract will be paid by Contractor.
28.Applicable Laws and Regulations. Contractor shall comply with all applicable Federal,State, and local laws, rules, and regulations. Contractor also agrees to indemnify and holdharmless from any and all damages and liabilities assessed against OC San as a result ofContractor's noncompliance therewith. Any permission required by law to be included herein
shall be deemed included as a part of this Contract whether or not specifically referenced.
29.Contractor’s Employees Compensation. (UNUSED)
29.1 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 same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OC San will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site, which shall be made available to any interested party upon request.
29.2 Forfeiture For Violation – Contractor shall, as a penalty to OC San, forfeit $50.00 for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code
of the State of California.
29.3 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 $30,000.00 or more or 20 working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are $2,000.00 or more or five working days or more.
29.4 Workday – In the performance of this Contract, not more than eight hours shall constitute a day’s work, and the Contractor shall not require more than eight hours of labor in a day from
any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OC San as a penalty, the sum of $25.00 for each worker employed in the execution of this Contract
Orange County Sanitation District 10 of 13 Specification No. J-135C
by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight hours in any one calendar day and 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.
Record of Wages; Inspection – Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records
shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Subject to the audit provisions herein, Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee’s representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 charged to OC San may be deducted from project payments per the requirements of Section 1776.
30.South Coast Air Quality Management District’s (SCAQMD) Requirements. It is
Contractor’s responsibility that all equipment furnished and installed be in accordance withthe latest rules and regulations of the South Coast Air Quality Management District(SCAQMD). All Contract work practices, which may have associated emissions such assandblasting, open field spray painting or demolition of asbestos containing components orstructures, shall comply with the appropriate rules and regulations of the SCAQMD.
31.California Air Resources Board Mobile Source Regulations.
Contractor and its applicable consultants, subconsultants, and subcontractors shall complywith 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
32.Governing Law. This Contract shall be governed by and interpreted under the laws of theState of California and the Parties submit to jurisdiction in the County of Orange, in the eventany action is brought in connection with this Contract or the performance thereof.
33.Breach. The waiver of either party of any breach or violation of, or default under, any provisionof this Contract, shall not be deemed a continuing waiver by such party of any other provisionor of any subsequent breach or violation of this Contract or default thereunder. Any breachby 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.
34.Remedies. With respect to that subject matter and/or circumstances or events for which
specific remedies are set forth in this Contract, including, without limitation, those remedieswith respect to the Services performed by Contractor hereunder, then such remedies shall bethe exclusive remedies of the parties. If no such specific remedy is provided, then the parties
shall have available to them any remedy available under applicable law or in equity.
Orange County Sanitation District 11 of 13 Specification No. J-135C
35.Dispute Resolution.35.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights orobligations 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.
35.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding
pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The
arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The 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.
36.Attorney’s Fees. If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of thisContract, the prevailing party shall be entitled to reasonable attorney's fees, costs andnecessary disbursements in addition to any other relief to which he may be entitled.
37.Survival. The provisions of this Contract dealing with Payment, Warranty, Indemnity, andForum for Enforcement, shall survive termination or expiration of this Contract.
38.Severability. If any section, subsection, or provision of this Contract, or any agreement orinstrument contemplated hereby, or the application of such section, subsection, or provision isheld 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 heldinvalid, shall not be affected thereby, unless the effect of such invalidity shall be tosubstantially frustrate the expectations of the Parties.
39.Damage to OC San’s Property. To the extent any of OC San’s property is damaged by thenegligence of Contractor, any subcontractors or by the personnel of either will be subject to
repair or replacement by Contractor at no cost to OC San, except for that portion, if any, OCSan’s actions contributed to the damage.
40.Disclosure. Contractor agrees not to disclose, to any third party, data or information
generated from this project without the prior written consent from OC San. OC San agreesnot to disclose, to any third party, Contractor data or information related this project withoutthe prior written consent from Contractor, except to the extent required by a government
agency.
41.Independent Contractor. The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Contractor an OC Sanemployee. 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,
Orange County Sanitation District 12 of 13 Specification No. J-135C
employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees.
42.Limitations upon Subcontracting and Assignment. Contractor shall not delegate anyduties nor assign any rights under this Contract without the prior written consent of OC San.
Any such attempted delegation or assignment shall be void.
43. Third Party Rights. Nothing in this Contract shall be construed to give any rights or benefitsto anyone other than OC San and Contractor.
44.Non-Liability of OC San Officers and Employees. No officer or employee of OC San shallbe 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 for the terms of this Contract.
45.Read and Understood. By signing this Contract, Contractor represents that he has read andunderstood the terms and conditions of the Contract.
46.Authority to Execute. The persons executing this Contract on behalf of the Parties warrantthat they are duly authorized to execute this Contract and that by executing this Contract, theParties are formally bound.
47.Entire Contract. This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements,understandings, and negotiations between the Parties with respect to the subject matterhereof.
48.Notices. All notices under this Contract must be in writing. Written notice shall be deliveredby personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed destinationand provides proof of delivery to the sender. Rejection or other refusal to accept or the inabilityto 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 beeffective when first received at the following addresses:
OC San: Jackie Lagade Principal Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708
Contractor: Scott Buckhout Chief Executive Officer Cooper Machinery Services LLC 16250 Porth Northwest Drive Houston, Texas 77041
Each party shall provide the other party written notice of any change in address as soon as
practicable.
[Intentionally left blank. Signatures follow on the next page.]
Orange County Sanitation District 13 of 13 Specification No. J-135C
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By:
Kelly A. Lore Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager
COOPER MACHINERY SERVICES LLC
Dated: _________________ By:
Print Name and Title of Officer
JL
April 2025 Page 1 of 26 J-135C – Scope of Work A-1
EXHIBIT A
SCOPE OF WORK
PROJECT NO. J-135C
ENGINE AND GENERATOR OVERHAULS AT PLANT
NO. 1 AND 2, PHASE 2
April 2025 Page 2 of 26 J-135C – Scope of Work A-1
EXHIBIT A-1
ENGINE OVERHAULS
April 2025 Page 3 of 26 J-135C -Scope of Work A-1
TABLE OF CONTENTS
1. BACKGROUND ........................................................................................................................................ 5
2. DEFINITIONS ............................................................................................................................................ 5
3. GENERAL PROJECT DESCRIPTION ..................................................................................................... 5
General ..................................................................................................... 6
4. WORK ELEMENTS .................................................................................................................................. 8
Functionality Testing and Measurements ............................................... 8 4.0.1 Testing ....................................................................................................... 8 4.0.2 Measurements ........................................................................................... 8
Mechanical ................................................................................................ 9
4.1.1 General ...................................................................................................... 9 4.1.2 Cylinder Heads ........................................................................................... 9 4.1.3 Engine Fuel System ................................................................................. 10 4.1.4 Cylinder Linders ....................................................................................... 10 4.1.5 Rotating assembly (Crankshaft, Connecting Rods, and Pistons) ............... 10
4.1.6 Generator Outboard Bearing .................................................................... 12 4.1.7 Cylinder Block and Center Frame ............................................................. 12 4.1.8 Camshafts and Accessories ..................................................................... 13 4.1.9 Oil System ................................................................................................ 14 4.1.10 Intake, Exhaust, and Starting Air Systems ................................................ 14
4.1.11 Safety and Protective Shutdown Components .......................................... 15 Oils, Lubricants, Solvent, and Thread Locking Liquid ......................... 16 Instrumentation ...................................................................................... 16
5. CONTRACTOR RESPONSIBILITY ........................................................................................................ 17 General ................................................................................................... 17 Rigging, Disasembly, Removal, and Reassembly ................................ 17 Transportation ........................................................................................ 19 Reassembly and Alignment ................................................................... 19 Engine Generator Accetance Test Run ................................................. 20
6. AVAILABLE RESOURCES .................................................................................................................... 21 Reference Drawings ............................................................................... 21 Physical Resources ............................................................................... 22 OC SAN Staff .......................................................................................... 22
7. PROJECT SCHEDULE ........................................................................................................................... 22
8. DELIVERABLES ..................................................................................................................................... 23 Project Schedule .................................................................................... 23 Submittals ............................................................................................... 23
8.1.2 OC SAN Overhead Crane Release .......................................................... 23 8.1.3 Initial Testing Plan .................................................................................... 23 8.1.4 “As-Found” Report ................................................................................... 23 8.1.5 Parts Replacement Documentation .......................................................... 23 8.1.6 Quality Control Plan ................................................................................. 24
8.1.7 Final Report ............................................................................................. 24
9. SAFETY AND HAZARDOUS MATERIALS ............................................................................................ 24 OSHA and OC SAN Safety ..................................................................... 24 Plant safety Awareness ......................................................................... 24 Job Hazard Analysis (JHA) .................................................................... 25
April 2025 Page 4 of 26 J-135C -Scope of Work A-1
10. CONTRACT MANAGEMENT ................................................................................................................. 25 Project Control Management System ................................................... 25 Meetings ................................................................................................. 25 Work Hours ............................................................................................ 25
11. MONITORING OF WORK ....................................................................................................................... 25
Progress Reports ................................................................................... 25
12. WARRANTIES ........................................................................................................................................ 26
13. STAFF ASSISTANCE............................................................................................................................. 26
14. SCOPE OF WORK ATTACHMENTS ..................................................................................................... 26
April 2025 Page 5 of 26 J-135C -Scope of Work A-1
1. BACKGROUND
The Central Generation (CENGEN) Facilities at OC SAN Plants No. 1 and 2 were completed in 1993 and 1990 respectively. Plant No. 1 consists of three (3) reciprocating
engine-generator sets, Cooper-Bessemer LSVB-12 SCG 12-cylinder engines driving Ideal Electric SAMB 12.47-kV 2,500-kW synchronous generators at 400 RPM. Plant No. 2 consists of five (5) reciprocating engine-generator sets, Cooper-Bessemer LSVB-16 SCG
16-cylinder engines driving Ideal Electric SAMB 12.47-kV 3,000-kW synchronous generators at 360 RPM. These engine-generator sets have been in service for over 20 years and must be overhauled.
2. DEFINITIONS
A. Gen-Set – Engine and Generator combination
B. IEEE – Institute of Electrical and Electronics Engineers
C. LOTO – Lock Out Tag Out
D. P&ID – Process and Instrumentation Diagram
3. GENERAL PROJECT DESCRIPTION
A. The CONTRACTOR shall overhaul three (3) Engine-Generator Sets in the following order:
1. Plant No. 1 Gen-Set 2
2. Plant No. 2 Gen-Set 2 and 3
B. Overhaul work shall only occur on one engine at a time to keep the respective
CENGEN building online. Additionally, the CONTRACTOR shall manage the contract for
the Generator Overhaul for each engine to a Sub-CONTRACTOR for the work associated with the Generator Overhaul of the CONTRACTOR’s choosing.
C. A Scope of Work for the Generator Overhaul has been included with this Scope of Work, as Exhibit A-2.
D. The CONTRACTOR shall perform the following services required to overhaul all engine-
generator sets covered by this Scope of Work.
1. Disassembly, repair/refurbish/replacement of parts, and reassembly
2. Welding, as necessary
3. Alignment measurements, before and after overhaul, of the engine and generator
4. Testing, as described including, but not limited to, performance and measurements, before and after overhaul
5. Rigging and blocking
6. Transportation, as needed
7. Electrical Services
8. Instrumentation Services
9. Mechanical Services
April 2025 Page 6 of 26 J-135C -Scope of Work A-1
GENERAL
A. All work performed by the CONTRACTOR on the engine-generator sets listed herein shall be completed in accordance with Industry best practices, OEM specifications, and as required by the latest applicable industry codes and regulations as stipulated under this contract, unless otherwise accepted by the OC SAN Engineer in writing prior to work execution. The most stringent requirement shall take precedence if a conflict arises between any of the aforementioned project requirements.
1. Appendix A-1 contains pertinent fastener torque tightening and use specifications, as well as component level parts drawings.
B. The CONTRACTOR shall properly secure, block, and support engine and generator components to prevent damage and unintended movement, during storage or transportation, putting in place both passive and active controls to ensure safety of personnel at all times. The CONTRACTOR shall follow all OSHA and OC SAN Safety Standards during the entire duration of this project.
C. All required parts, unless noted otherwise, are to be supplied by the CONTRACTOR,
and are listed in the Appendices A-2 and A-5. These parts and components shall be OEM parts in new and unused condition unless OEM-refurbished components, which follow the same process and procedures as new components, are approved for use by OC SAN
Engineer in specific applications. The CONTRACTOR shall submit documentation to the Engineer to prove all parts are correct. The CONTRACTOR shall not provide documentation for each individual part, rather supply one document to certify all parts meet
OEM specifications. All documentation shall include, at a minimum, manufacture certification that part meets or exceeds Cooper-Bessemer’s specifications, or from Cooper- Bessemer. This documentation shall be provided to the OC SAN Engineer and accepted to them before part is procured and installed by the CONTRACTOR and shall also be submitted into PMWeb.
1. All parts that are to be replaced shall be procured and staged on-site or at the appropriate location prior to the commencement of the work on each Engine- Generator Set.
D. No OC SAN owned materials, parts, or equipment shall be taken off the site, without OC SAN’s written authorization. Before removing OC SAN owned property, the CONTRACTOR shall provide a list of materials, parts, or equipment being considered for removal and obtain acceptance of the OC SAN Engineer. When materials, parts, or equipment is returned to OC SAN premises, the OC SAN Engineer will signoff receipt of components accordingly.
E. The CONTRACTOR is responsible for the removal of all debris and trash and shall always keep the work area clean and tidy. The CONTRACTOR shall immediately clean up any spills and dispose of cleaning materials in accordance with local, state, and federal
laws.
F. Except as specified elsewhere herein, the CONTRACTOR shall furnish field supervision, home office support, labor, permanent materials, construction equipment, tools, consumable supplies, transportation, testing, safety equipment, personnel protective equipment, temporary and support facilities, insurance, and any other items of expense required to perform all activities described herein. OC SAN will provide the suitable laydown area required for this project. Refer to Appendix A-9, Specification Section 01520 for details.
G. The CONTRACTOR shall be responsible for the proper care and storage of all parts, either onsite, during transport, or at the relevant offsite location accordingly. Proper care,
April 2025 Page 7 of 26 J-135C -Scope of Work A-1
protection, and storage includes protecting workpieces from the elements, contaminant ingress, condensation, weight, paint spray, cross contamination, and damage during all work activities. In some cases, heaters, wrapping, tarps, and desiccant will be necessary, which shall be solely supplied, designed, provided, and installed by the CONTRACTOR. Refer to Appendix A-9, Specification Section 1600.
H. The CONTRACTOR shall be responsible for blocking and cribbing of engine and generator-related components, or as otherwise required. Under no situation shall any components be rested upon one another. The final acceptance of said care and storage techniques and execution shall be by the OC SAN Engineer.
I. OC SAN will assign a Senior Mechanic as a Technical Witness and an Inspector for all CONTRACTOR’s activities, including but not limited to all readings taken and tests performed by the CONTRACTOR. If any results of measurement or testing are deemed erroneous or unreliable, the CONTRACTOR shall retake all readings and redo testing at no
additional cost to OC SAN.
J. The CONTRACTOR shall be solely responsible for maintaining all items in accordance with the manufacturer instructions until OC SAN accepts the work as defined by this contract.
K. The CONTRACTOR shall be responsible for the repair or replacement of any item, in- kind, damaged by the CONTRACTOR or their Subcontractor(s) without any cost or schedule impact to OC SAN, until complete turnover and acceptance by OC SAN of the work entailed in this Scope of Work.
L. The main overhead crane in the CENGEN Engine Rooms at Plant Nos. 1 and 2 may be
used for disassembly and removal of the engine-generator components. See Section 4.2 of this Scope of Work for details.
M. The Plant Nos. 1 and 2 CENGEN facilities will be in operation during the execution of
the work, with other work possibly happening in close proximity, or at the same time, during execution of this contract. The CONTRACTOR shall coordinate all work to avoid any interference with normal plant operations, equipment maintenance, other projects or processes happening simultaneously. Downtime for piping, power interruptions, and other utility services requiring taps or connections shall be kept to a minimum, to not influence or impact normal OC SAN plant operations. Written shutdown requests shall be submitted to the OC SAN Engineer, at least 30 days in advance of the planned activity. Requests shall include, at a minimum, the system or equipment included in the shutdown request. The OC
SAN Engineer’s written acceptance of shutdown requests shall be obtained 14 days in advance of any planned work. Any work that blocks roadways, access to buildings, and parking lots shall require prior acceptance and written acceptance by the OC SAN Engineer. The CONTRACTOR shall always follow OC SAN’s LOTO procedures for isolation of equipment. OC SAN will provide tags, and the CONTRACTOR shall provide lockout devices per the OC SAN LOTO procedure. If work on energized electrical systems
is required, refer to the section entitled “Working on Energized Systems” of the OC SAN Safety Standards.
N. The CONTRACTOR shall inspect all parts and components in the presence of OC
SAN’s Engineer or designee as required, to determine their status as acceptable or needing to be replaced. All Non-Destructive Examination (NDE) inspections shall be performed by the CONTRACTOR qualified personnel per latest applicable ASME BPVC
Section V-Non-Destructive Examination procedures and calibrated instruments, as detailed herein. All inspected, repaired, and reconditioned parts and components shall comply with the applicable ASME code. OEM procedures will be followed on any inspected, repaired, and reconditioned on-engine components.
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O. OC SAN must comply with all aspects of the AQMD Title V Permits, as shown in Appendix A-10. Additionally, OC SAN will test each Engine-Generator Set for compliance with the Permits prior to the start of work on each Engine and Generator. The CONTRACTOR will be given each Gen-Set after successful completion of the AQMD testing- see Section 7 of this Scope of Work for details.
4. WORK ELEMENTS
FUNCTIONALITY TESTING AND MEASUREMENTS
4.0.1 TESTING
A. The CONTRACTOR shall perform the following testing prior to any engine-generator set work and the data shall be included in the Final Report as “as-found” testing. Additionally, after the engine-generator work is completed, the following testing shall be performed and included in the Final Report as “as-left” testing. The “as-found” results shall be submitted to OC SAN prior to the commencement of work.
1. Record Crankcase Pressure
2. Compression and Leak-down Testing for each cylinder using a pressure gage provided by the CONTRACTOR (complete “as-left” testing before commissioning)
3. Starting Air Valve Functionality
4. Instrumentation Functionality (See Appendix A-6)
B. Testing done by OC SAN that will be provided to the CONTRACTOR to be included in initial report to OC SAN Engineer and Final Report
1. Oil Health
a. International Organization of Standardization (ISO) Cleanliness Level Measurement
b. Additive Health Baseline Measurement
2. Vibration Testing of Engine, Generator, and Turbo
4.0.2 MEASUREMENTS
A. The CONTRACTOR shall take measurements of the below listed components, as a minimum. The results of these measurements shall be included in the Final Report as “as-
found” measurements. Measurements of the listed items shall also occur while the engine- generator set is being assembled, as-appropriate, and included in the Final Report as “as- left” inspection and measurements.
1. Outboard Pedestal Bearing Clearance
2. Engine-Generator Alignment
3. Crankshaft Web Deflection and Connecting Rod thrust clearance
4. Valve clearance, Spring install height, and Rocker Arm clearance
5. Thrust Bearing Clearances
a. Crankshaft
b. Camshaft
c. Turbocharger
6. Radial Bearing Clearances
April 2025 Page 9 of 26 J-135C -Scope of Work A-1
a. Crankshaft
b. Camshafts
c. Connecting Rods
7. Bushings Condition and Clearances
a. Connecting Rod End
b. Piston Pin
8. Piston and Piston Ring Condition and Clearances
9. Piston Ring Gaps for new rings
10. Cylinder Liner Condition and Bore diameter
MECHANICAL
4.1.1 GENERAL
A. The CONTRACTOR shall overhaul the Engine-Generator Sets in accordance with
industry best practices and any information that can be obtained from the OEM.
B. During the overhaul, the CONTRACTOR shall apply any required lubricants, anti-seize, or other compounds to fasteners or contact surfaces to achieve the required fastener
tightening specifications and to prevent galvanic corrosion.
4.1.2 CYLINDER HEADS
A. Heads to be removed and shipped to the CONTRACTOR’s service center along with rocker assemblies for inspection.
B. The CONTRACTOR shall remove, clean, and inspect all valve (rocker) covers. Mounting bolts shall be replaced. Heads shall be stored so as to safeguard from scratching, denting, and marring the sealing surfaces.
C. The CONTRACTOR shall perform Non-Destructive Testing (NDT) using dye penetrant inspection on the fire deck, exhaust guide bores, and valve seat bores to check for surface
cracks and defects. The dye penetrant inspection shall be performed per manufacture instructions.
1. The CONTRACTOR shall overhaul all cylinder heads, as specified below.
D. The CONTRACTOR shall inspect all sealing surfaces. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change. The CONTRACTOR shall use only new Head Gaskets when reinstalling the overhauled heads.
E. The CONTRACTOR shall replace the intake and exhaust valve springs with new OEM Parts. Measure and record to ensure they are correct and report in Final Report.
F. The CONTRACTOR shall inspect and replace all intake, exhaust, starting air, and fuel gas isolation valves with new OEM Parts. The CONTRACTOR shall also include in the final report, any build-up, scoring, pitting, or other abnormal surface conditions of the valves,
noting which vales specifically the condition occurred and include pictures.
G. The CONTRACTOR shall inspect and replace all valve guides and valve seat inserts.
The CONTRACTOR shall also include in the final report, any build-up, scoring, pitting, or other abnormal surface conditions of the valves, noting which vales specifically the condition occurred and include pictures.
1. Ensure proper fitment of the valve guide to cylinder head and valve stem to valve guide.
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2. Lap intake, exhaust, air, and gas valve seats, as required, to match new valves and obtain the required sealing and contact requirements and clean thoroughly.
H. Upon reassembly of each Cylinder Head, after making the necessary adjustments, the CONTRACTOR shall leak test all intake, exhaust, air, and gas valves. Measure and record sealing pressures and leak down rates for each valve, for OC SAN Engineer review and acceptance. Included this data in the Final Report as well.
I. The CONTRACTOR shall replace all seals and gaskets on the Cylinder Head with new.
J. The CONTRACTOR shall replace bushings and rocker arm shafts, on all rocker arm assemblies, with new, ensuring to properly to orient and install on the unit.
K. The CONTRACTOR shall replace all hydraulic lifters, tappets, locknuts, and adjusting screws, with new. Adjust the hydraulic lifters per OEM specifications.
L. During reassembly of the engine, prior to start-up, the CONTRACTOR shall measure, adjust, and set the rocker arm to valve lash, as required.
M. OC SAN will provide the CONTRACTOR with new jet cells for each engine covered
under this Scope of Work.
N. The CONTRACTOR shall disassemble, replace, and reassemble all breather hoses and filters on the cylinder heads ensuring suitable sealing performance is achieved with new
gaskets.
O. The CONTRACTOR shall disassemble, replace, reassemble all water jumpers, connections. Any abnormalities or damage to sealing surfaces will be reported during cylinder
head inspections and require OC SAN Engineer to review and authorize Scope Change.
P. The CONTRACTOR shall reassemble the Cylinder Heads and supporting systems, piping, and connections. For repaired piping, pressure test all piping systems individually, using process specific media per applicable ASME code for piping systems.
4.1.3 ENGINE FUEL SYSTEM
A. The CONTRACTOR shall disassemble, inspect, clean, and reassemble the Fuel Gas Header, Fuel Gas Balancing Valves, pilot gas lines, and other related piping system components. The CONTRACTOR shall also disassemble, rebuild, and reassemble the Gas Regulator with new consumable parts and internals. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
B. The CONTRACTOR shall clean the Kiene valves through appropriate means, to ensure
proper function and sealing.
4.1.4 CYLINDER LINDERS
A. The CONTRACTOR shall remove, inspect, and measure bore diameter of existing
liners. All cylinder liners shall be replaced with new nitride-coated liners that meet all OEM specifications.
B. The CONTRACTOR shall remove, inspect, and replace liner seals, O-rings, gaskets, and bellow-type seals (Wrinkle bellies), to meet or exceed OEM specifications.
C. The CONTRACTOR shall measure and verify the cylinder bore clearances to be within OEM specification. The CONTRACTOR shall measure and record the cylinder liner to
block height after liner installation. Prior to installing the head, orient the seal drain plug side coincident with the crankcase door.
4.1.5 ROTATING ASSEMBLY (CRANKSHAFT, CONNECTING RODS, AND PISTONS)
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A. Prior to engine disassembly, the CONTRACTOR shall measure and record all throws of the Crankshaft and their respective web deflections. Record data in the Final Report. Report to OC SAN any abnormal readings and include the findings in the Final Report. During reassembly, and before installing the flywheel, remeasure and record the crankshaft web deflections, ensuring that the crankshaft is properly seated on the main bearings. After installation of the flywheel, remeasure crankshaft web deflections and record in Final Report. The final web deflections shall be within the OEM specifications and recorded in the Final Report.
B. The CONTRACTOR shall remove crankshaft, place in crating and ship to the CONTRACTOR’s service center to inspect the Crankshaft, examining the entire length and journals for defects such as surface fatigue, cracks, heat stress, damage, and wear. Keep track of component locations, as it is pertinent that they are reinstalled into their original locations. If major issues are found, the CONTRACTOR shall bring to the attention of the OC SAN Engineer immediately, and in writing. Any abnormalities will be reported and
require OC SAN Engineer to review and authorize Scope Change.
C. The CONTRACTOR shall remove, disassemble, clean, inspect, assemble, and reinstall master rods, articulating rods, and main bearing caps. Bushings, bearings, pins, and dowels for these components to be replaced with new. All pistons shall be replaced with new dual coated pistons. The CONTRACTOR shall record and report in the Final Report, any faults
or damage to these components, including but not limited to, signs of pre-ignition or detonation on the pistons, for example. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
D. Bearing and bushing clearances shall also be recorded and reported in the Final Report, for the old and new parts. Ensure that oil passageways are properly oriented, cleaned, and unobstructed, prior to installation. The CONTRACTOR shall remove and perform mag particle (MT) or PT (dye penetrant) on Master Connecting Rods, Articulated Rods, Bearing Caps. OC SAN reserves the right to witness any of these testing.
1. The results of the NDT findings to be, recorded, and included in the Final Report. If
major issues are found, the CONTRACTOR to bring to the attention of the OC SAN Engineer immediately, and in writing. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
E. The CONTRACTOR shall perform a MT or PT on the crankshaft. OC SAN reserves the right to witness the testing.
F. The CONTRACTOR shall also remove, inspect, and clean the crankshaft counterweight assemblies. All counterweight studs and nuts shall be replaced with new, Stake the studs and nuts per SD-132, using a staking tool and staking as detailed, and after properly torquing the nut as specified. (See Appendix A-1).
G. The CONTRACTOR shall replace and install all Master Connecting Rod and Articulated Rod bushings and bearings with new OEM ones, maintaining the required OEM stated
clearances and surface requirements. Record the final bushing and side clearances and include in the Final Report. No filing or shimming is permitted on the rods, bearings, or bearing caps.
H. The CONTRACTOR shall measure, inspect, replace, adjust, and reassemble all Main Bearings and Connecting Rod bearings, with new. Record the as found and final journal to bearing clearances and include in the Final Report. Master rod and crankshaft thrust clearance to be included in the final report. OC SAN will provide the special tool required to remove the Thrust Bearing.
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1. The CONTRACTOR shall note in Final Report conditions of the Main Bearings, Thrust Bearing, bearing shells, and hardware as found during disassembly. Items to be noted in the Final Report include but are not limited to wear patterns, bright spots, fretting, pitting, remaining thickness, and clearance measurements.
2. During reassembly of the engine, ensure all Main Bearing Caps are reinstalled into
their original locations. Replace the installation pins and ensure all oil passageways are properly cleaned and aligned. Record the final stud stretch, using new studs and locknuts leaving appropriate witness marks for inspection during regular services.
I. The CONTRACTOR shall inspect each end of the articulating rod for any signs of surface fatigue, cracks, heat stress, damage, and wear. No grinding of the rod ends is permitted, only minor polishing is allowed. If any major issues are found, the CONTRACTOR shall bring to the attention of the OC SAN Engineer to review and authorize Scope Change.
J. During reassembly of the engine, the CONTRACTOR shall install the Rod Bearing
Caps, measuring the stud stretch and tightening as required. Record the final stud stretch, and include in the Final Report, marking or replacing the locknuts as previously described, per OEM requirements.
K. The CONTRACTOR shall remove, replace, and reassemble all piston rings with new. Measure and record the final ring gaps and clearances.
L. The CONTRACTOR shall replace and reinstall all Piston wrist pins with new ones. Record the final clearances and include in the Final Report.
4.1.6 GENERATOR OUTBOARD BEARING
A. The CONTRACTOR shall remove, inspect, measure, and record as-found Generator Pedestal Bearing clearances, and oil ring condition. Include inspection results in the Final Report. Clean and refurbish/replace the oil rings, replace the dust seals, and replace the pedestal bearings, ensure proper clearances are maintained. Special care shall be taken to ensure that a non-conductive path from the bearing to ground is maintained, during the rehabilitation of the pedestal bearing, as detailed in the OEM specifications.
4.1.7 CYLINDER BLOCK AND CENTER FRAME
A. The CONTRACTOR shall lift the V-blocks off the center frame and send to the CONTRACTOR’s service center to clean all gasket surface areas and inspect V-blocks for
cracks, defects, and abnormalities. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
1. The CONTRACTOR shall replace all gaskets and seals with new during reassembly.
2. The CONTRACTOR shall replace all cylinder head mounting studs with new.
B. The CONTRACTOR shall lift the Center Frame off the base engine block send to the CONTRACTOR’s service center to clean all sealing surfaces and inspect for any cracks, defects, and abnormalities. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
1. The CONTRACTOR shall replace all gaskets and seals with new during reassembly.
2. Torque block to center frame bolts and foundations bolts. Record all measurements with checklist, witness by OC SAN.
C. The CONTRACTOR shall complete a wireline and make any adjustments to soft-foot to
bring the base within acceptable readings per OEM Engineer. Jaw fit to be inspected, and
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main saddles to be NDT inspected. Any abnormalities to the base will be reported and require OC SAN Engineer to review and authorize Scope Change.
D. The CONTRACTOR shall clean Engine Center Frame and Crankcase. After cleaning, the CONTRACTOR shall visually inspect the crankcase for abnormalities. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
1. Main saddles, cam bores, and cylinder bores shall be inspected, measured, and recorded in the Final Report
E. There is the possibility that rewiring and degaussing of engine block components will be needed. The CONTRACTOR shall include this in their cost estimate.
F. The CONTRACTOR shall replace all seals, O-rings, packing support rings, wipers, and
gaskets, with new.
G. The CONTRACTOR shall replace all crankcase breather hoses and elements with new.
H. The CONTRACTOR shall replace all interior crankcase hoses including main bearing oil
hoses. The engine lube oil system shall be cleaned through oil flushing.
I. The CONTRACTOR shall refurbish and rebuild all crankcase vent relief doors with new O-rings and gaskets.
J. The CONTRACTOR shall replace gaskets for jacket water supply header connection to block. Inspect the outboard Jacket water supply header mating surfaces Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
4.1.8 CAMSHAFTS AND ACCESSORIES
A. The CONTRACTOR shall remove, inspect, disassemble, refurbish, reassemble, and
reinstall both camshaft assemblies.
1. Measure and record all as found camshaft bearings and thrust clearances in the Final Report. Replace the camshaft bearings on both camshafts, with new, and set the proper clearances, record in the Final Report. Inspect for abnormal wear of the camshaft, and all lobes, followers, and attachments (i.e., cam hub, gear, thrust blocks, wear block).
2. Standard refurbishment is limited to replacement of all cam lobes (intake and exhaust strokes), cam hubs, cam followers, and cam bearing block nuts.
B. The CONTRACTOR shall rebuild the governor.
1. The CONTRACTOR shall inspect the Governor drive shaft, housing bushings, and bevel gear for wear, and set gear backlash as required.
2. The CONTRACTOR shall rebuild Governor Drive with new chains, bearings, bushings, and sprockets.
3. The CONTRACTOR shall replace all rod ends on all governor linkages. Set linkage to approximate position and make final adjustments upon engine at start up.
C. The CONTRACTOR shall replace main drive chain, sprockets, and bearings. Adjust as required.
1. The CONTRACTOR shall replace tensioner bearing and sprocket assembly.
2. The CONTRACTOR shall inspect all drive gears for wear. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
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D. The CONTRACTOR shall remove and replace alternator with new OEM Certified Hall Effect Switch Upgrade.
E. The CONTRACTOR shall remove all fuse rods and replace with new on Main Bearings and Master Rod Bearings. (One for each main bearing and two for each master rod bearings)
F. The CONTRACTOR shall rebuild the Rod Bearing trip vent valves and set the clearances between the trip arms and fuse rods, as required.
G. The CONTRACTOR shall inspect the auxiliary service drive gears for excessive wear, Replace bearings and seals. Provide a written report to OC SAN of all deficiencies, and recommendations after inspection is complete and send to the OC SAN Engineer. OC SAN acceptance is required, prior to reinstallation of drive assembly. Include this report into the
Final Report as well.
4.1.9 OIL SYSTEM
A. The CONTRACTOR shall remove and ship the main lube oil pump to the CONTRACTOR’s service center. The CONTRACTOR shall disassemble, inspect, clean, and rebuild the engine driven main lube oil pump, piping, and supporting subassemblies and reinstall with new bushings and gaskets.
1. The CONTRACTOR shall ensure oil passageways are aligned properly, bushings have required running clearances, fasteners are torqued properly, and that the oil pump
is properly aligned to the crankshaft.
2. The CONTRACTOR shall ensure the drive chain is tensioned properly.
B. The CONTRACTOR shall inspect, flush, and clean all suction and lube oil piping for the engine. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
C. The CONTRACTOR shall replace the six-inch (6”) main lube oil check valve.
D. The CONTRACTOR shall replace Turbo lube oil filter canister assembly with new OEM Certified spin-on oil filter upgrade.
E. The CONTRACTOR shall inspect and clean the lube oil cooler. The CONTRACTOR
shall also pressure test for leaks and reassemble with new gaskets.
F. The CONTRACTOR shall replace all lube oil filter elements, O-rings/gaskets and inspect and clean strainers.
G. The CONTRACTOR shall inspect oil headers, replace all lube oil fittings, and lube oil hoses.
H. The CONTRACTOR shall replace the Turbo, Lube Oil, and Jacket Water AMOT
Thermostat valves and O-rings.
I. OC SAN will supply the project with the required new oil need for overhauled engines.
1. OC SAN Reliability group will perform acceptance testing of the new oil.
J. Upon engine start-up, the CONTRACTOR shall ensure the oil pressure relief valve is set precisely as required by OC SAN.
4.1.10 INTAKE, EXHAUST, AND STARTING AIR SYSTEMS
A. The CONTRACTOR shall remove, inspect, and clean the intake air manifolds:
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1. Disassemble piping and examine all portions and connections for cracks, deficiencies, and damage. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
2. Install new seals and gaskets.
B. The CONTRACTOR shall remove, inspect, and clean the exhaust manifold:
1. Disassemble piping and examine all portions and connections for cracks, deficiencies, and damage. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
2. Install new seals and gaskets in the main exhaust manifold (large) and cylinder head flange connections, and (reinsulate) exhaust manifold sections from the engine.
3. The CONTRACTOR shall replace all exhaust manifold slip flange seal rings with new.
C. The CONTRACTOR shall remove waste gate valve and reinstall with new gaskets.
D. The CONTRACTOR shall remove the turbocharger from the engine and install a refurbished turbocharger supplied by OC SAN.
E. The CONTRACTOR shall inspect and refurbish the air start distributor for proper operation. Replace the coupling between the distributor and splined shaft. Inspect all air start tubing to the bank manifolds. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change. After reassembly of the unit, verify the
proper timing of the air distributor to the cylinders.
F. The CONTRACTOR shall rebuild the Air Starting valves with new piston rings and valves. Finish the valves by lapping and set to the correct opening clearance.
G. The CONTRACTOR shall rebuild the fuel gas changeover valve with new gaskets and seals. Verify the valve clearances are re-set correctly and record readings in Final Report.
H. The CONTRACTOR shall disconnect and remove intercoolers and piping from the
engine. Upon disassembly, inspect all sections disassembled. Inspect, clean, repair, and pressure test intercooler per applicable ASME code.
I. The CONTRACTOR shall remove, inspect, and clean turning gear assembly and reassemble. Any abnormalities will be reported and require OC SAN Engineer to review and authorize Scope Change.
J. The CONTRACTOR shall clean, prepare, and paint all portions of the previously identified engine components, matching the original color.
4.1.11 SAFETY AND PROTECTIVE SHUTDOWN COMPONENTS
A. The CONTRACTOR shall remove and refurbish the over-speed shutdown device and its associated system components including, but not limited to, actuator rod, springs, seals, lever, pneumatic valve, and solenoid. Calibrate trip device properly and reassemble.
B. The CONTRACTOR shall remove, replace, and reinstall all main bearing temperature detectors, connecting rod temperature detectors, vent valves and tubing, gas shut- off, and turbocharger thrust bearing failure detectors.
C. The CONTRACTOR shall remove, replace and adjust all vibration transducers.
D. The CONTRACTOR shall remove, refurbish, and confirm calibration on all Crankcase Pressure Switches.
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E. The CONTRACTOR shall replace all primary ignition wiring from the existing Altronics junction box to each ignition coil. Existing raceways may be reused if in good condition. Replace conduit fittings and seal-tight flex conduits.
1. The CONTRACTOR shall replace all sparkplug wires with new.
OILS, LUBRICANTS, SOLVENT, AND THREAD LOCKING LIQUID
A. All oils, greases, slurries, dyes, lubricants, and thread locking compounds used in the engine overhauls, shall be supplied by the CONTRACTOR, unless otherwise noted in this Scope of Work, and shall be applied in accordance with the manufacturer’s recommendations, according to the following list of acceptable compounds (or equal, per
acceptance by the OC SAN Engineer).
1. Anti-seize compound – Ease-Off 990
2. Adhesive sealant – General Electric RTV-106
3. Jointing compound – Marston-Bentley Hylomar PL32
4. General purpose grease – Lubriplate 630
5. Assembly paste – Dow Corning Molykote G-N
6. Thread locking liquid – Loctite #271
7. Heavy lubricant – S.T.P
8. Fitting Compound – Prussian Blue
9. Water Mix Lapping Compound
INSTRUMENTATION
A. The CONTRACTOR shall remove, calibrate, test (including wiring and loop checks), reinstall, and commission all Instruments and actuators required to perform all work detailed
herein and shall result in a complete working system. The CONTRACTOR shall include all documentation of testing and calibration in the Final Report. The minimum required instruments are identified in Appendix A-5 Checklist for Instrumentation and shall be
installed as to protect against damage due to vibration. The CONTRACTOR shall notify any damages prior to repairing damaged wiring to instruments and/or damaged conduits. Appendix A-5 shall be used by the CONTRACTOR to field verify the functionality of the engine instrumentation before and after the engine-generator set overhaul is complete, with OC SAN to witness. All instruments shall be calibrated and tested according to the latest ISA standards and as outlined in Appendix A-6, Instrument Checking and Commissioning Requirements, using Beamex test equipment and software, or equivalent. The CONTRACTOR shall provide equipment certificates with content comparable to that of Beamex certificates, where applicable.
1. The CONTRACTOR shall perform the preliminary function checks and record, using the proper forms, as-found calibrations of each of the listed instruments with OC SAN witnessing.
a. Any non-functional or malfunctioning instruments shall be replaced with new. OC SAN will handle the procurement of the replacement instrument via a MAXIMO service request. Once OC SAN receives the replacement instrument, the CONTRCTOR shall install and perform the required loop checks, testing, and calibration as required above.
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2. The CONTRACTOR and OC SAN shall sign/date the proper forms for each preliminary function check, with electronic copies of the forms submitted to OC SAN Engineer.
3. After the preliminary function checks are completed, CONTRACTOR can proceed per the project, Section a above.
4. The CONTRACTOR shall perform the post-install function check and record, using proper forms, as-left calibrations of each of the listed instruments with OC SAN witnessing.
a. Any non-functional or malfunctioning instruments shall be replaced with new. OC SAN will handle the procurement of the replacement instrument via a MAXIMO service request. Once OC SAN receives the replacement instrument, the
CONTRCTOR shall install and perform the required loop checks, testing, and calibration as required above.
b. The CONTRACTOR and OC SAN shall sign/date the proper form for each post- installation function check completion, with electronic copies of the forms submitted to OC SAN Engineer and included in the Final Report.
B. The CONTRACTOR shall replace only as needed (OC SAN to supply any needed
parts) all relief valves, temperature elements, pressure gauges identified in Appendix A-5.
5. CONTRACTOR RESPONSIBILITY
GENERAL
A. The CONTRACTOR shall submit to OC SAN a 3-week project look ahead on a bi- weekly basis until project completion. This bi-weekly update shall also show key milestones for completion of the subject engine.
B. The CONTRACTOR and their personnel assigned to this Contract, shall have adequate direct experience for this work, with direct experience in overhauls of similar Cooper-
Bessemer Engines, for this Scope of Work. Any key personnel substitutions after award shall only be done with advanced written notice to OC SAN.
C. The CONTRACTOR and their personnel assigned to this Contract, shall have adequate direct experience for this work, with direct experience in overhauls of similar Ideal Electric Generators, for Exhibit A-2 Generator Scope of Work. Any personnel substitutions after award shall only be done with advanced written notice and acceptance by OC SAN.
D. The CONTRACTOR shall complete the Scope of Work as described and supply all new parts required.
E. Though not comprehensive or all inclusive, a list of required new parts and components that shall be provided by the CONTRACTOR is specified in Required New Mechanical Parts List (Appendix A-2). All new parts supplied by the CONTRACTOR shall be OEM parts. Unless specifically mentioned as needing replacement or repair elsewhere in this Scope of Work, all components and parts found defective during overhaul, or in need of repair, will be classified as extra work and will require acceptance from the OC SAN representative(s)
prior to replacement.
F. All Deliverables detailed in Section 8 of this Scope of Work for the Engines and Section
8 of Exhibit A-2 Scope of Work for the Generators.
RIGGING, DISASEMBLY, REMOVAL, AND REASSEMBLY
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A. In the event the CONTRACTOR requires the use of the OC SAN overhead crane, the CONTRACTOR shall submit the OC SAN RELEASE FOR OVERHEAD CRANE (Appendix A-8).
B. The CONTRACTOR shall provide trained staff, tools, rigging, equipment, and materials necessary to disassemble and remove the Engine and Generator components from their
bases and prepare them for onsite repair and transportation to the CONTRACTOR’s shop facility or alternate location.
C. The main overhead crane in the Plant Nos. 1 and 2 CENGEN Engine Room has a
capacity of 20-Tons and may be used for disassembly and removal of the Engine and Engine and Generator main components. The CONTRACTOR shall review the Engine and Generator manufacturer’s lifting recommendations and shall provide all required lifting
equipment, such as slings and spreader bars.
D. The main floor of the Plant Nos. 1 and 2 Engine Room has a Maximum Floor Load rating of 300-pounds per square foot. The CONTRACTOR’s rigging and loading efforts
shall be accomplished while staying within this floor loading limitation when moving components and loaded vehicles.
E. Approximate weights of major Engine components for the LSVB-16 are shown in the
Table below, as a convenience only. The CONTRACTOR shall confirm weights prior to using for calculations, lifting plans, shipping:
ENGINE COMPONENT DESCRIPTION Weight (lbs.)
ET18 TURBOCHARGER, COMPLETE 2,600
ET18 TURBOCHARGER ROTOR 165
FLYWHEEL 14,610
PISTON (WITH RINGS) 380
ARTICULATED CONNECTING ROD 282
MASTER CONNECTING ROD 920
MASTER CONNECTING ROD BEARING CAP 175
ENGINE COMPONENT DESCRIPTION Weight (lbs.)
MAIN BEARING CAP 125
CYLINDER HEAD, COMPLETE LESS COVER 1,135
EXHAUST MANIFOLD, SECTION 2,930
AIR INTAKE MANIFOLDS, EA. 1,360
OUTBOARD BEARING AND STAND 3,200
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F. Approximate weights of major Generator components are shown in the Table below. The CONTRACTOR shall confirm weights prior to using for calculations, lifting plans, shipping:
GENERATOR COMPONENT DESCRIPTION Weight (lbs.)
GENERATOR MAIN STATOR 28,600
EXCITER STATOR 1,000 GENERATOR SHAFT 12,000
GENERATOR MAIN ROTOR 24,000
EXCITER ROTOR 600
TOTAL ASSEMBLED GENERATOR 54,200
G. After the Engine and Generator components have been removed, the CONTRACTOR shall remove any soft foot conditions and ensure proper alignment of the base plate using wireline methods.
H. The CONTRACTOR shall properly secure, block, and support engine and generator components to prevent damage during storage, and secure to prevent unintended movement, putting in place both passive and active controls to always ensure safety of
personnel. It is pertinent that the CONTRACTOR follow all OSHA standards during the entire duration of this project, as a minimum, and, that potential unintended movement(s) and energy is addressed or eliminated. This can include eliminating the propensity of reactions to occur, removing energy sources, or putting in controls to prevent hazards and injuries from occurring.
TRANSPORTATION
A. The CONTRACTOR shall provide sufficient supports and bracing for Engine and Generator and their components against motion, physical shock, and impacts during transport over local streets and major interstate highways alike. The CONTRACTOR shall provide full protection against all-weather elements.
B. The CONTRACTOR assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all
equipment and goods deemed necessary under this Contract.
C. The CONTRACTOR shall be liable for any damage that occurs during any transport of the Engine and Generator equipment.
REASSEMBLY AND ALIGNMENT
A. After transporting all repaired and reassembled components back to the respective OC
SAN CENGEN Building, Plant No. 1 or Plant No. 2, the CONTRACTOR shall reassemble the engine and generator components in its original location. The CONTRACTOR shall perform precise machine alignment of the engine to generator and recouple the generator
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shaft to the mating face of the engine flywheel. The CONTRACTOR shall perform a complete train re-alignment, according to OEM Specification SC-28-11. (See Appendix A-1)
ENGINE GENERATOR ACCETANCE TEST RUN
A. Upon completion of work on the engine and generator, final acceptance and
functionality checks shall be performed by the CONTRACTOR, prior to commissioning according to this Scope of Work and all Appendices. OC SAN Operations will support the CONTRACTOR to provide the necessary start-up, break-in, cylinder pressure and
temperature balancing, and commissioning support of the engine components and proceed to run the engine generator set under full load conditions for 96 hours per Engine Startup Procedure Requirement and Final Checklist (Appendix A-7). The CONTRACTOR shall
have field staff available to assist OC SAN during this test run.
B. Any anomalies or failures in the Engine Generator set performance revealed at any time during the test period shall result in the test being terminated. If the problem is determined by OC SAN to be caused by the CONTRACTOR’s work, the CONTRACTOR shall correct the problem to the satisfaction of the OC SAN. The test run shall then be restarted for another 96-hour period. OC SAN will consider the Acceptance Test to be completed after successfully running 96 hours without Engine or Generator related problems, abnormalities, or deficiencies per Engine Startup Procedure Requirement and Final Checklist (Appendix A-7).
C. The CONTRACTOR shall perform all work in accordance with accepted written procedures. The procedures shall include instructions for mechanics, a quality control plan, and a record keeping plan for recording all performed work and measurements taken. The CONTRACTOR shall submit the procedures to OC SAN for acceptance before the work begins. The CONTRACTOR shall provide “as found” and “as left” data, measurements, findings, and report in the Final Report as required herein.
1. The Quality Control Plan shall include a description of the CONTRACTOR’s procedures for:
a. Calibrating test and measurement equipment, including Calibration Records and Documentation
b. Establishing work procedures
c. Maintaining compliance to work procedures
d. Monitoring quality of work
e. Training of staff
2. The record keeping plan shall include the CONTRACTOR’s procedures for:
a. Taking and recording data
b. Organization and retention of records
c. Transmittal to OC SAN for review and acceptance.
3. The data sheet part of the procedures shall provide documentation on all readings,
measurements, findings, test results, observations, and recommendations. The data sheets shall be reviewed with OC SAN staff weekly and be formatted in Microsoft Excel, Version 2010 or later. The data sheets shall be included as part of the Final Report. All
readings shall include “as found” and “as left” condition.
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4. The mechanical data sheets, at a minimum, shall include the following information for the engine components, and as required per this Scope of Work. Datasheets shall include all “as found” and “as left” measurements:
a. Gas valve settings
b. Measurements of exhaust and intake valve guides
c. Leak down rate of reassembled pistons, gas valves, air valves, and intake/exhaust valves
d. Cylinder liner to block height measurements
e. Cylinder liner Inner Diameter (I.D.) measurements
f. Main bearing clearances
g. Rod bearing clearances
h. Camshaft bearing clearances
i. Camshaft thrust clearances
j. Crankshaft thrust clearances
k. Outboard bearing clearances
l. Articulated Rod bushing to pin clearances
m. As-Left Rod bearing cap Extensometer stud stretch
n. As-Left Main bearing cap Extensometer stud stretch
o. Center Frame and Cylinder Block NDE report
p. Master Rods NDE
q. Web Deflections
r. Outboard bearing clearance
s. Generator, exciter air gap clearances
t. Final Engine to Generator alignment
6. AVAILABLE RESOURCES
REFERENCE DRAWINGS
A. Appendix A-1, Cooper-Bessemer LSVB Gas Engine Instruction Manual, is being provided by OC SAN in addition to the below tables of P&ID drawings, Appendix A- 4.
LSVB-12-SGC Plant No. 1 Genset 2 Source Drawing No. Drawing Title
OC SAN 16C-NP-110 Turbo Control System
OC SAN 16C-NP-120 Engine Control System
OC SAN 16C-NP-140 Fuel Supply System
OC SAN 16C-NP-150 Lube Oil System
OC SAN 16C-NP-160 Generator Control System
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LSVB-16-SGC Plant No. 2 Genset 2
Source Drawing No. Drawing Title
OC SAN 26C-NP-110 Turbo Control System
OC SAN 26C-NP-120 Engine Control System
OC SAN 26C-NP-140 Fuel Supply System
OC SAN 26C-NP-150 Lube Oil System
OC SAN 26C-NP-160 Generator Control System
LSVB-16-SGC Plant No. 2 Genset 3 Source Drawing No. Drawing Title
OC SAN 26D-NP-110 Turbo Control System
OC SAN 26D-NP-120 Engine Control System
OC SAN 26D-NP-140 Fuel Supply System
OC SAN 26D-NP-150 Lube Oil System
OC SAN 26D-NP-160 Generator Control System
PHYSICAL RESOURCES
A. OC SAN will provide the followings:
1. Overhead crane
2. Access to electrical supply (120V)
3. Shop compressed air <90psi
4. Site restrooms
B. The CONTRACTOR shall be responsible for providing the following at a minimum, for their own use and in accordance with Appendix A-9, Specification Section 01520:
1. Telephone(s)
2. Air Supply over 90psi
3. Trailer(s)
OC SAN STAFF
A. The CONTRACTOR’s Staff shall be available to support the OC SAN Staff for LOTO support if need.
B. OC SAN Engineer will schedule site visit(s), as necessary, at the CONTRACTOR’s shop facility during the progress of refurbishment and repair work to monitor and inspect the CONTRACTOR’s work.
7. PROJECT SCHEDULE
A. The CONTRACTOR shall provide a detailed schedule for each of the engine-generator sets based on the order of the engine-generator set overhauls, which shall be as follows: Plant No. 1 Gen-Set 2, Plant No. 2 Gen-Set 2, Plant No. 2 Gen-Set 3.
1. The CONTRACTOR shall submit to the Engineer a minimum of 60-days’ notice shall be given to schedule AQMD testing of the Gen-Set with OC SAN’s Regulatory
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Specialist. The CONTRACTOR shall complete all work, including the 96-hour acceptance test for each Gen-Set, within nine (9) months after release of Gen-Set to CONTRACTOR by OC SAN.
8. DELIVERABLES
PROJECT SCHEDULE
A. The CONTRACTOR shall provide an updated, detailed schedule for each Engine- Generator set 30 days prior to the start of work on each set.
B. The CONTRACTOR shall submit:
1. Format: MS-Project through PMWeb
2. Draft baseline schedule within 30 days after Notice to Proceed.
3. The CONTRACTOR shall setup a workshop to review draft baseline schedule
4. The CONTRACTOR shall submit the Final Baseline schedule within 30 days after receipt of OC SAN comments.
5. Updated project schedule shall be submitted with each project invoice.
6. Three-Week look-ahead schedule, in excel format and delivered at each bi-weekly progress meeting.
SUBMITTALS
A. The CONTRACTOR shall submit the following submittals. Submittal content and deadlines are detailed in each section.
B. All submittals shall be submitted through PMWeb. Refer to Appendix A-9, Specification Section 01701 for requirements.
8.1.2 OC SAN OVERHEAD CRANE RELEASE
A. Shall be completed and returned to OC SAN and accepted prior to any work under this
contract involving the overhead cranes.
8.1.3 INITIAL TESTING PLAN
A. The CONTRACTOR shall submit an initial testing plan for the items listed in Section 4.1.1, as a minimum. Plan shall include, at a minimum, testing methodology, measurement equipment to be used, and data points to be taken.
B. The CONTRACTOR shall submit the initial testing plan 21 days prior to scheduled testing.
8.1.4 “AS-FOUND” REPORT
A. The CONTRACTOR shall submit to the OC SAN Engineer the results of the initial testing in Section 4.1.1.
B. The CONTRACTOR shall submit this report immediately upon completion of testing to
allow work on the engine to commence as scheduled.
8.1.5 PARTS REPLACEMENT DOCUMENTATION
A. The CONTRACTOR shall submit the required documentation for new parts as referenced in Section 3.1.C of this Scope of Work.
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B. The CONTRACTOR shall submit this documentation a minimum of 30 days prior to the procurement of new parts.
8.1.6 QUALITY CONTROL PLAN
A. The CONTRACTOR shall submit a Quality Control Plan as referenced in Section 5.5.C and subsections of this Scope of Work.
B. The CONTRACTOR shall submit this Quality Control Plan 30 days prior to the start of work.
8.1.7 FINAL REPORT
A. The CONTRACTOR shall submit a Final Report for each Engine-Generator Set.
B. This Final Report shall contain, at a minimum, all measurements, testing, observations, notes, and work required under this Engine Scope of Work, Exhibit A- 1, and Generator Scope of Work, Exhibit A-2.
C. The CONTRACTOR shall make available, in electronic form, the Final Report at any time the OC SAN Engineer requests.
D. The CONTRACTOR shall submit the Final Report within 14 days of final acceptance of the work for each Engine-Generator Set.
1. OC SAN will review and return any comments on the Final Report to the
CONTRACTOR within 14 days.
a. If comments require the Final Report to be revised, the CONTRACTOR shall
return the Final Revised Report to OC SAN within 14 days of receipt of OC SAN comments.
9. SAFETY AND HAZARDOUS MATERIALS
OSHA AND OC SAN SAFETY
A. The CONTRACTOR shall follow all OSHA and OC SAN safety requirements and procedures.
B. The CONTRACTOR shall maintain on site, Safety Data Sheet documentation of all hazardous substances and materials introduced or generated by the CONTRACTOR and Subcontractors and communicate said documentation with the CONTRACTOR’s
supervision, craft workers, and employees prior to handling said substances or materials.
PLANT SAFETY AWARENESS
A. The CONTRACTOR shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid, caustic soda, other hazardous materials, and potential presence of hazardous gasses in and around the plant.
B. There are various alarm systems installed to alert employees of hazardous conditions.
The CONTRACTOR shall instruct its employees of these dangers and that they shall
evacuate the area immediately should an emergency occur.
C. The CONTRACTOR shall be aware of the possibility of lead, Appendix A-13, and
asbestos in various parts of the Engine-Generator Set. OC SAN shall provide a list of all known locations of potential lead, asbestos, or any hazardous materials in work area. The
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CONTRACTOR shall notify OC SAN for any potential lead or asbestos concerns, and OC SAN will provide sample testing.
JOB HAZARD ANALYSIS (JHA)
A. Prior to commencing work, a Job Hazard Analysis shall be performed. The
CONTRACTOR shall attend a Job Hazard Analysis meeting in which OC SAN’s Operations & Maintenance and Risk Management personnel will be involved. All safety issues shall be addressed, and verification shall be made that all safety measures shall be carried out and
required safety equipment is available.
B. Refer to OC SAN Safety Policy SP-205, Electrical Safety, for a detailed description of the OC SAN's Control of Hazardous Energy policy and procedure. A copy of this policy will be given to the CONTRACTOR.
10. CONTRACT MANAGEMENT
PROJECT CONTROL MANAGEMENT SYSTEM
A. This project shall utilize PMWeb as the Project Control Management System. The CONTRACTOR shall utilize this system for all aspects of the work for this project as detailed in Appendix A-9, Specification Section 01701.
MEETINGS
A. All meetings shall be virtual, held through Microsoft Teams.
B. Kick off meeting: Prior to the commencement of work under this Contract, a meeting with OC SAN staff shall be held to establish appropriate contacts and review the CONTRACTOR’s plan to implement this work.
C. Bi-weekly progress meetings: Shall be attended by OC SAN staff and the CONTRACTOR. Topics for discussion: review work in progress and receive comments. The formal agenda shall be submitted with the previous meeting notes at least one (1) day prior to each meeting and shall include a 3-week look ahead schedule.
WORK HOURS
A. When working on OC SAN site, the CONTRACTOR may work 10-hour shifts between the hours of 6:00 AM to 4:30 PM, Monday through Saturday. No work shall be performed on Sundays, or OC SAN observed Holidays without prior written acceptance from the OC
SAN Engineer.
11. MONITORING OF WORK
PROGRESS REPORTS
A. The CONTRACTOR shall prepare the 3-week look ahead to serve as the progress report for the following:
1. Current Activities
2. Future Activities
3. Potential out-of-scope items
4. Concerns and possible delays
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5. Percentage of completion
12. WARRANTIES
A. The CONTRACTOR shall warrant that the work performed will be free of defects in materials and workmanship. A warranty period shall begin after the satisfactory
B. completion of an engine’s acceptance testing, following the satisfactory completion of an individual overhaul as detailed herein.
C. New OEM parts shall be warranted for 15 months or 5,500 operating hours, whichever comes first, after the substantial completion of the Generator and Engine. The CONTRACTOR shall be responsible for the removal, installation, and shipping costs of replacement. Existing parts that are repaired, machined, or otherwise overhauled, shall be warranted for 180 days and the CONTRACTOR shall be responsible for removal, installation, replacement, and shipping costs of replacement. The warranty against defects in workmanship shall extend for 180 days and the CONTRACTOR shall be responsible for correcting the defective work.
D. All warranty periods shall begin after satisfactory completion of engine and generator’s
mechanical, instrumentation and electrical completion, and acceptance testing.
13. STAFF ASSISTANCE
A. All communications shall go through OC SAN Engineer.
B. OC SAN will also have onsite technical representatives from maintenance, operations,
and engineering departments during the entire duration of this project.
14. SCOPE OF WORK ATTACHMENTS
A. Exhibit A-2 Generator Scope of Work
B. A-1 Cooper-Bessemer LSVB Gas Engine Instruction Manual
C. A-2 Required New Parts
D. A-3 Generator Reference Drawings
E. A-4 Process and Instrumentation Diagram (P&ID) Reference Drawings
F. A-5 Instrumentation Checklist
G. A-6 Instrument Checking and Commissioning Requirements
H. A-7 Engine Start-up Procedure Requirement and Checklist
I. A-8 Overhead Crane Release
J. A-9 Project Specifications
1. 01520 CONTRACTOR Field Offices
2. 01600 Shipping Storage and Handling
3. 01701 Project Control Management System
K. A-10 OC SAN AQMD Permits
L. A-11 Lead Inventory
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EXHIBIT A-2
GENERATOR OVERHAULS
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TABLE OF CONTENTS
1. BACKGROUND ........................................................................................................................................ 3
2. GENERAL PROJECT DESCRIPTION ..................................................................................................... 3
Contractor Qualifications ......................................................................... 3
3. WORK ELEMENTS .................................................................................................................................. 3
General ..................................................................................................... 3 3.0.2 Rigging, Disassembly, and Removal .......................................................... 4 3.0.3 Transportation ............................................................................................ 4 Sequence of Work .................................................................................... 5 Generator LOTO and Disconnection ....................................................... 5 Preliminary Inspection and Testing ........................................................ 5 3.3.2 Inspections and Measurements .................................................................. 5 3.3.3 Testing ....................................................................................................... 5
Shop Services for Refurbishent of Generator Components .................. 6 3.4.1 Initial Shop Testing ..................................................................................... 6 3.4.2 Cleaning ..................................................................................................... 6 3.4.3 Parts Replacement ..................................................................................... 6 3.4.4 Rotating Rectifier Assembly ........................................................................ 6 3.4.5 Space Heaters ........................................................................................... 6 3.4.6 Resistance Temperature Detectors (RTD’S) ............................................... 6 3.4.7 Diagnostic Testing ...................................................................................... 6 3.4.8 Test Report ................................................................................................ 7 Reassembly and Alignment ..................................................................... 7 Installation of Equipment Covers ............................................................ 7 Final Reassembly Electrical Testing ....................................................... 7 Reconnection of Generator Leads .......................................................... 7 Final Engine-Generator Acceptance Test Run ....................................... 7
4. RESOURCES AVAILABLE ...................................................................................................................... 7
Generator Reference Drawings ............................................................... 7
5. DELIVERABLES ....................................................................................................................................... 8 Initial Testing Plan .................................................................................... 8 “As-Found” Report .................................................................................. 8 Quality Control Plan ................................................................................. 8 Generator Final Report ............................................................................ 8
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The following information is technical information specific to the generators
at both plants. All other general information (Sections 6-14) related to this
project is applicable to BOTH engine and generator work at BOTH plants and
can be found on Exhibit A-1 Scope of Work.
1. BACKGROUND
A. The Central Generation (CENGEN) Facilities at OC SAN Treatment Plants No. 1 and 2 were completed in 1993 and 1990 respectively. Plant 1 consists of three (3) reciprocating engine-generator sets, Cooper-Bessemer LSVB-12 SCG 12-cylinder engines driving Ideal Electric SAMB 12.47-kV 2,500-kW synchronous generators at 400 RPM. Plant 2 consists of five (5) reciprocating engine-generator sets, Cooper- Bessemer LSVB-16 SCG 16-cylinder engines driving Ideal Electric SAMB 12.47-kV 3,000-kW synchronous generators at 360
RPM. These engine-generator sets have been in service for over 20 years and need to be overhauled.
B. The CENGEN Generators supply electrical power and satisfy the requirements in OC SAN’s National Pollution Discharge Elimination System permit requirement for the reliability of the electric supply serving on-site electric loads. The CENGEN facilities are the primary
source of electricity and thermal energy for treatment Plant Nos. 1 and 2, while Southern California Edison provides the backup source. While separate standby power generation is available for critical plant loads, the reliable operation of the CENGEN facilities is the key to
assuring continuous operation of the process plants and to the prevention of sewage spills.
2. GENERAL PROJECT DESCRIPTION
A. The CONTRACTOR shall test, overhaul, refurbish, repair and perform complete rewinding (stator, rotor, exciter) pole pieces rebuilt/rewinding for the generators for Plant No. 1 Gen-Set 2, Plant No. 2 Gen-Set 2, and Plant No. 2 Gen-Set 3. This Scope of Work (SOW) details the overhaul of the Generator for each Engine-Generator set. Each of the generators uses a brushless, on-shaft field excitor and rotating rectifier assembly. Generator ratings, dimensions, and weights can be found in Synchronous Generator Reference Drawings (Attachment A-5). The mechanical portions (i.e. Outboard Bearing) are covered by the CONTRACTOR under Engine Overhaul Scope of Work (Exhibit A-1).
CONTRACTOR QUALIFICATIONS
A. The CONTRACTOR shall have five (5) years of experience with 12-kV and higher as well 2500-kW or larger equipment and shall submit with their bid a reference list of previous work. OC SAN will validate the reference list.
3. WORK ELEMENTS
GENERAL
A. The CONTRACTOR shall provide all labor, tools, materials, supplies, test equipment, disassembly, reassembly, alignment, rigging, transportation, mechanical, and electrical shop services to test, refurbish and paint in an OCSAN approved color, repair, and rewind the CENGEN Generators to restore them to full capability and extend their remaining useful
April 2025 Page 4 of 8 J-135C – Scope of Work A-2
life.All parts shall be supplied by the CONTRACTOR and shall be in new, unused, and uncompromised condition and shall be Ideal Electric OEM parts or better.
B. The CONTRACTOR shall conform to applicable portions of IEEE Standard 1068-2015, Standard for the Repair and Rewinding of AC Electric Motors in the Petroleum, Chemical, and Process Industries.
3.0.2 RIGGING, DISASSEMBLY, AND REMOVAL
A. The CONTRACTOR shall provide all trained staff, tools, rigging, equipment, and materials necessary to disassemble and remove the major generator components from their bases and prepare them for transportation to the CONTRACTOR’s shop facility.
B. The main overhead crane in each the CENGEN Engine Rooms may be used for disassembly and removal of the Generator components. The CONTRACTOR shall review
the generator manufacturer’s lifting recommendations and provide any required lifting equipment such as slings or spreader bars. A crane can be made available to the CONTRACTOR for use and shall be left in the “as found” conditions, incurring no ancillary
damage. The CONTRACTOR shall submit the OC SAN RELEASE FOR OVERHEAD CRANE (Appendix A-8).
C. The main floor of the CENGEN Engine Rooms have a maximum floor load rating of 300 pounds per square foot. The CONTRACTOR’s rigging and loading efforts shall be accomplished while staying within the floor loading limitations when moving components and loading vehicles.
D. The CONTRACTOR shall not set any generator components on the floor of the CENGEN Engine room. All generator components shall only be placed on a truck to be moved out of the building.
E. Approximate weights of major generator components:
GENERATOR COMPONENT DESCRIPTION Weight (lbs.)
GENERATOR MAIN STATOR 28,600
EXCITER STATOR 1,000 GENERATOR SHAFT 12,000 GENERATOR MAIN ROTOR 24,000 EXCITER ROTOR 600
TOTAL ASSEMBLED GENERATOR 54,200
F. After the generator components have been removed, the CONTRACTOR shall clean the sole plates and take precise measurements of the plates and record the degrees of flatness
and parallelism between them. The CONTRACTOR shall submit these measurements to the OC SAN Engineer and include in the CONTRACTOR’s Final Report for the engine overhaul.
3.0.3 TRANSPORTATION
A. The CONTRACTOR shall provide sufficient supports and bracing for Generator components against motion, physical shock, and impacts during transport over local streets and major interstate highways alike. The CONTRACTOR shall provide full protection against all-weather elements.
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B. The CONTRACTOR assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all equipment and goods deemed necessary under this contract.
SEQUENCE OF WORK
A. The Generator work shall coincide with the engine overhaul according to the order of Generator and Gen-set Overhauls listed in Section 2.A of this Scope of Work, to leverage its
availability and disposition at the time of the relevant engine overhaul and be completed and tested as a complete engine-generator set at the appropriate time per the Engine Startup Procedure Requirement and Final Checklist (Appendix A-7) or as required therein.
GENERATOR LOTO AND DISCONNECTION
A. OC SAN’s Maintenance staff will lock out, tag out, and disconnect all electrical connections to the generator and exciter including 12kV power, 120V heater power, exciter field, and RTD instrumentation leads. The CONTRACTOR shall verify that this has been done and assume all responsibility. Only OC SAN personnel will be allowed to perform any operation (closing and opening) of electrical circuits, no exceptions allowed.
B. The CONTRACTOR shall notify the OC SAN Engineer a minimum of 20 days prior to
the start of work to submit the shutdown request for the Generator to be overhauled.
PRELIMINARY INSPECTION AND TESTING
A. The CONTRACTOR shall perform detailed inspection and testing, as stated below, as a minimum, of the Generator at the CONTRACTOR’s shop, evaluating and recording their overall “as-is’ and “as-left” condition, and noting any discrepancies, deficiencies, and abnormalities. Include results of Inspection and Testing in the Generator Final Report as “as-found conditions.”
B. The CONTRACTOR shall submit a report of all findings and “as left” condition on each generator, to the OC SAN Engineer and as part of the Final Report.
3.3.2 INSPECTIONS AND MEASUREMENTS
A. Take measurements of air gaps of main rotating fields to the stator and exciter rotor to the exciter fields
B. Bearing clearance of generator pedestal bearing
C. Generator Main Terminal Box Components (current transformers, insulators) for cracks and damage
D. Main Generator leads for corona, tracking, and insulation cracks
E. Exposed stator windings for signs of corona and arcing
F. Exciter rotor winding
G. Exciter diode wheel
3.3.3 TESTING
A. Insulation resistance and polarization index of main stator and rotor, exciter rotor and stator
B. Winding Continuity Resistance of Main stator and rotor, and Exciter stator and rotor
C. Surge capacitors and arrestors
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D. Winding resistance for the main rotor and stator windings, and the exciter rotor and stator windings
E. Main Stator Surge Tests (Conducted in CONTRACTOR’s service center)
F. Partial Discharge Tests (Conducted in CONTRACTOR’s service center)
G. Power Factor of exciter and stator windings (Conducted in CONTRACTOR’s service
center)
H. Exciter diode wheel
I. AC/DC Pole Drop Test
SHOP SERVICES FOR REFURBISHENT OF GENERATOR COMPONENTS
3.4.1 INITIAL SHOP TESTING
A. After generator components have been received at CONTRACTOR’s shop, the CONTRACTOR shall visually inspect and electrically test all parts and components, with
OC SAN to witness.
B. The CONTRACTOR shall submit to the OC SAN Engineer a report evaluating initial condition of received items and include in the CONTRACTOR’s Final Report for the
generator. Electrical Shop Tests shall include those referenced in Section 3.4.2.
3.4.2 CLEANING
A. The CONTRACTOR shall steam clean main stator windings, exciter rotor and main
rotor windings as necessary for existing windings removal and get the generator suitable for re-winding.
3.4.3 PARTS REPLACEMENT
A. The CONTRACTOR shall replace generator components, as required, based on findings from the initial testing and inspections. CONTRACTOR shall replace the Generator Leads on all the Generators.
1. Given the Generator Components require be rewound, the CONTRACTOR shall, prior to the commencement of work, have the required materials in stock and on-hand as to avoid any schedule delays.
3.4.4 ROTATING RECTIFIER ASSEMBLY
A. The CONTRACTOR shall rebuild the Rotating Rectifier assembly of the exciter with new, solid-state components meeting or exceeding the original equipment specifications.
3.4.5 SPACE HEATERS
A. The CONTRACTOR shall replace existing space heater elements and wiring in kind.
3.4.6 RESISTANCE TEMPERATURE DETECTORS (RTD’S)
A. The CONTRACTOR shall replace all RTD’s and wiring in kind.
3.4.7 DIAGNOSTIC TESTING
A. The CONTRACTOR shall comprehensively test all generator components including main stator windings, main rotor field, exciter rotor and fields, rotating diode assembly, space heaters, and RTDs. All tests shall be conducted in accordance with the latest NETA
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and IEEE 1068 standards for testing electrical motors and generators, with OC SAN to witness.
3.4.8 TEST REPORT
A. The CONTRACTOR shall submit to the OC SAN Engineer a detailed report documenting the tests performed, values obtained or calculated and evaluating the current condition of the tested items. This report shall also be included in the CONTRACTOR’s Final Report for each generator.
REASSEMBLY AND ALIGNMENT
A. After transporting all components back to the respective OC SAN CENGEN Building,
the CONTRACTOR shall reassemble each Generator on its original sole plates. The
CONTRACTOR shall perform precise machine alignment of the generator components to recouple the generator shaft to the mating face of the engine flywheel.
B. In the event that repainting of the generator is required, the CONTRACTOR shall submit a painting repair plan for OC SAN’s acceptance.
INSTALLATION OF EQUIPMENT COVERS
A. The CONTRACTOR shall reinstall all generator enclosure covers. OC SAN reserves the right to witness the installation.
FINAL REASSEMBLY ELECTRICAL TESTING
A. After all mechanical assembly and alignment tasks have been completed on each generator, the stator, rotor field, exciter rotor, and exciter fields shall be NETA tested by the
CONTRACTOR to verify that no damage has occurred during transportation and reassembly. OC SAN staff will be present to witness the performance of these tests. The CONTRACTOR shall submit final test data to the OC SAN Engineer for review.
RECONNECTION OF GENERATOR LEADS
A. OC SAN Electrical Maintenance staff will reconnect all field leads to the generator.
B. The CONTRACTOR shall verify Generator pole connections are correct.
FINAL ENGINE-GENERATOR ACCEPTANCE TEST RUN
A. Upon completion of work on each generator, and associated engine, OC SAN operations and maintenance staff will support the CONTRACTOR in the 96-hour acceptance test as detailed in Scope of Work, Exhibit A-1.
B. Any anomalies or failures in Generator performance revealed at any time during the test period shall result in the test being terminated. If the problem is determined by OC SAN to be caused by the CONTRACTOR’s work, the CONTRACTOR shall correct the problem to the satisfaction of the OC SAN Engineer. The test run shall then be restarted for another
96-hour period. OC SAN will consider the Acceptance Test to be completed after successfully running 96-hours without Generator problems.
4. RESOURCES AVAILABLE
GENERATOR REFERENCE DRAWINGS
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A. Refer to Appendix A-3 for Generator Reference Drawings. The CONTRACTOR shall use these as a guide only as the Generators for Plant No. 1 and Plant No. 2 are similar, but not the same.
5. DELIVERABLES
A. The CONTRACTOR shall submit the following submittals. Submittal content and deadlines are detailed in each section.
B. All submittals shall be submitted through PMWeb. Refer to Attachment A-11
Specification Section 01701 for requirements.
INITIAL TESTING PLAN
A. The CONTRACTOR shall submit an initial testing plan for the items listed in Section 3.4.2, as a minimum. The Plan shall include, at a minimum, testing methodology,
measurement equipment to be used, and data points to be taken.
B. The CONTRACTOR shall submit the initial testing plan 30 days prior to scheduled testing.
“AS-FOUND” REPORT
A. The CONTRACTOR shall submit to the OC SAN Engineer the results of the initial testing in Section 3.4.2.
B. The CONTRACTOR shall submit this report immediately upon completion of testing to allow work on the engine to commence as scheduled.
QUALITY CONTROL PLAN
A. The CONTRACTOR shall submit a Quality Control Plan per Exhibit A-1.
B. The CONTRACTOR shall submit this Quality Control Plan 30 days prior to the start of
work on each engine-generator set.
GENERATOR FINAL REPORT
A. The CONTRACTOR shall submit a Final Report for the Overhaul of each generator.
B. This Final Report shall contain, at a minimum, all measurements, testing, observations,
notes, and work required by this Scope of Work.
C. The CONTRACTOR shall make available, in electronic form, the Final Report at any time the OC SAN Engineer requests.
D. The CONTRACTOR shall submit the Final Report for each Generator within 10 days of final acceptance of the Generator work.
1. OC SAN will review and return any comments on the Final Report to the CONTRACTOR within 25 days.
a. If comments require the Final Report to be revised, the CONTRACTOR shall return the Final Revised Report to OC SAN within 25 days of receipt of OC SAN comments.
8/27/2025
1
Engine and Generator Overhauls
at Plant No. 1 and 2, Phase 2,
Contract No. J-135C
Presented by:
Valerie Ratto
Engineering Supervisor
Operations Committee
September 3, 2025
Central Generation Background
2
Central Generation Facilities installed in the early 1990s at Plant Nos. 1 and 2
Chilled Water Buildings
(Plant No. 1)
Capacity
Plant No. 1: (3) 2.5MW
Plant No. 2: (5) 3.0MW
(1MW Steam Turbine)
Total Generation10–11MW (total both plants)
Plant No. 1: 60% of plant load
Plant No. 2: 95% of plant load
Digester Gas
Generator
Engine
Heat for Digesters
(Plant Nos. 1 & 2)
Steam → Electricity
(Plant No. 2)
MW = Megawatt
1
2
8/27/2025
2
Project Overview
3
Plant No. 1 Plant No. 2
No. 3
No. 5
No. 4
No. 1
No. 2
No. 2 No. 3
No. 1
J-135C
Engine
Overhaul
Process
4
3
4
8/27/2025
3
Engine Blocks
5
Center Frame
Base (with Crankshaft)
V-Block
Generator
Rewinding
6
Before After
Rotor
Stator
5
6
8/27/2025
4
•Scope follows the J-135B contract
•Lessons learned and scope changes are included in J-135C pricing
•Costs are fair, reasonable, and aligned with J-135B (adjusted for inflation)Negotiations
7
Recommend to the Board of Directors to:
A. Approve a project budget increase of $2,500,000 for Central Generation
Engine Overhauls at Plant No. 1 and 2, Project No. J-135, for a new total
budget of $74,700,000;
B. Award a Sole Source Service Contract to Cooper Machinery Services LLC
for Engine and Generator Overhauls at Plant No. 1 and 2, Phase 2,
Contract No. J-135C, as part of Central Generation Engine Overhauls at
Plant No. 1 and 2, Project No. J-135, for a total amount not to exceed
$28,642,770; and
C. Approve a contingency of $2,864,277 (10%).
Recommendation
8
7
8
8/27/2025
5
Questions?
9
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4171 Agenda Date:9/3/2025 Agenda Item No:13.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-135
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Chemical Systems Rehabilitation at
Plant No. 2, Project No. P2-135;
B. Award a Construction Contract Agreement to Innovative Construction Solutions for Chemical
Systems Rehabilitation at Plant No. 2, Project No. P2-135, for a total amount not to exceed
$4,439,500; and
C.Approve a contingency of $443,950 (10%).
BACKGROUND
Orange County Sanitation District (OC San)has a 120-inch,five-mile-long outfall and a 78-inch,
emergency one-mile-long outfall.The National Pollutant Discharge Elimination System (NPDES)
permit requires OC San to disinfect effluent when the 78-inch outfall is in operation.This may occur
when the 120-inch outfall is scheduled for maintenance or during extreme high-flow events that
exceed its capacity.The disinfection process involves adding sodium hypochlorite to destroy fecal
coliform and other pathogens,followed by sodium bisulfite to dechlorinate the effluent and reduce
environmental impact.The permanent Sodium Bisulfite Station has been taken offline due to its poor
condition, and a temporary system has been installed for the 78-inch outfall effluent disinfection.
In addition,Plant No.2 uses ferric chloride and an anionic polymer as coagulants in chemically
enhanced primary treatment,which helps remove settleable solids.This process improves effluent
quality and reduces hydrogen sulfide in digester gas.The anionic polymer system,located near the
Primary Clarifiers,was constructed in 1988,and its electrical and instrumentation systems have not
been upgraded since installation.
RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8, award construction contract to
lowest responsive responsible bidder
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File #:2025-4171 Agenda Date:9/3/2025 Agenda Item No:13.
·Comply with environmental permit requirements
·24/7/365 treatment plant reliability
PROBLEM
The Sodium Bisulfite Station requires replacement.The existing electrical and instrumentation
equipment at the Anionic Polymer Station are obsolete and no longer reliable.
PROPOSED SOLUTION
Award a construction contract agreement to improve both the Sodium Bisulfite Station and the
Anionic Polymer Station at Plant No.2.At the Sodium Bisulfite Station,the project will replace the
chemical tanks,chemical feed pumps,piping,and electrical equipment,and install new plant water
and plant air supply systems.The redesigned system will operate intermittently to help prevent
sodium bisulfite from crystallizing when not in use for long periods.At the Anionic Polymer Station,
the project will demolish and replace obsolete electrical and instrumentation components,including
controllers, motor run-time meters, valves, and actuators.
TIMING CONCERNS
If the project is delayed,staff will continue to operate the less reliable temporary Sodium Bisulfite
Station and Anionic Polymer Station.In addition,Project No.J-137,Ocean Outfalls Rehabilitation,
which will rehabilitate the 120-inch outfall starting 2027,requires a reliable Sodium Bisulfite system
when operating the 78-inch outfall.
RAMIFICATIONS OF NOT TAKING ACTION
If no action is taken,the Sodium Bisulfite Station may fail when operating the short outfall.
Additionally,failure of the obsolete electrical or instrumentation equipment at the Anionic Polymer
Station could lead to poor effluent quality and potential violations of NPDES requirements.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OC San advertised Project No.P2-135 for bids on April 8,2025,and five sealed bids were received
on May 22, 2025. A summary of the bid opening follows:
Engineer’s Estimate $ 4,600,000
Bidder Amount of Bid
Innovative Construction Solutions $ 4,439,500
Filanc $ 5,412,000
Mehta Mechanical Company, Inc.$ 5,630,000
Myers & Sons Construction, LLC $ 5,875,000
J.F. Shea Construction, Inc.$ 6,059,800
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File #:2025-4171 Agenda Date:9/3/2025 Agenda Item No:13.
The bids were evaluated in accordance with OC San’s policies and procedures.A notice was sent to
all bidders on August 21,2025 informing them of the intent of OC San staff to recommend award of
the Construction Contract Agreement to Innovative Construction Solutions.
Staff recommends awarding a Construction Contract Agreement to the lowest responsive and
responsible bidder, Innovative Construction Solutions, for a total amount not to exceed $4,439,500.
CEQA
The project is exempt from CEQA,and a Notice of Exemption was filed and stamped in March 2023
with the OC Clerk-Recorder.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update FY 2025-26,Page A-6,Chemical Systems Rehabilitation at Plant No.
2, Project No. P2-135), 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
·Presentation
SA:lb
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C-CA-030525
PART A
CONTRACT AGREEMENT
C-CA-030525
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 ............................................. 22
SECTION – 18 TERMINATION ...................................................................... 22
SECTION – 19 WARRANTY .......................................................................... 22
SECTION – 20 ASSIGNMENT ....................................................................... 23
SECTION – 21 RESOLUTION OF DISPUTES .............................................. 23
SECTION – 22 SAFETY & HEALTH .............................................................. 24
SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM
ANNUAL REPORTING REQUIREMENT .............................. 24
SECTION – 24 HUMAN RESOURCES POLICIES ........................................ 24
SECTION – 25 NOTICES .............................................................................. 25
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 1 of 26
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. P2-135
CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2
This CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be
effective, this September 24, 2025, by and between Innovative Construction Solutions,
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-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 2 of 26
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements – the last in time being the first in precedence
b. Addenda issued prior to the date for submittal of Bids – the last in time being the
first in precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report (GBR), if attached as a Contract Document
i. Plans and Specifications – in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iii. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR’s Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 3 of 26
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-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 4 of 26
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions,
“Definitions”. Additional terms may be defined in the Special Provisions.
SECTION – 2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR’S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by 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. P2-135
CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 5 of 26
SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. P2-135
CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2
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 six hundred ninety-two (692) 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 thirty (30) calendar days determined
by OC SAN likely to be inclement weather when CONTRACTOR will be unable to work.
In addition, CONTRACTOR shall accomplish such milestones within the periods of performance
set forth in Appendix A of the Special Provisions entitled “Work Completion Schedule.”
SECTION – 6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR’s Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of 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
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 6 of 26
which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the work of subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION – 7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, “Extension of Time for Delay”, and the
General Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract
Work”. Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, “Extension of Time for Delay” and
“Contract Price Adjustments and Payments”, and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract Work”.
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.
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 7 of 26
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 Four Million Four Hundred Thirty-Nine
Thousand Five Hundred Dollars ($4,439,500) 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-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 8 of 26
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.).
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 9 of 26
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-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 10 of 26
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.
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 11 of 26
D. Workday:
In the performance of this Contract, not more than eight (8) hours shall constitute a day’s
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the
Labor Code of the State of California and shall forfeit to 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.
E. Registration; Record of Wages; Inspection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
SECTION – 15 SURETY BONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OC SAN’s General Counsel – one in the amount of one hundred percent (100%) of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 12 of 26
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
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 13 of 26
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
the Third Parties’ insurance requirements and those set forth by OC SAN herein, the
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 14 of 26
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: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 15 of 26
evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Ten Million
Dollars ($10,000,000) which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, “Warranty (CONTRACTOR’s Guarantee)”, plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions. If aggregate limits apply separately to this
contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
c. 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
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 16 of 26
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the general liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
h. If divers will be used, the general liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of automobile
liability insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limit of
liability coverage: combined single limit of Two Million Dollars ($2,000,000) 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
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 17 of 26
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
6. Inland Marine Equipment Floater must be maintained by CONTRACTOR with limits
of Five Million Dollars ($5,000,000) or equal to the value of equipment and materials
stored on-site, whichever is less.
7. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance
for pollution liability covering bodily injury, property damage (including loss of use of
damaged property or property that has not been physically injured or destroyed),
cleanup costs, and defense costs (including costs and expenses for investigation,
defense, or settlement of claims). Coverage shall carry limits of at least One Million
Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions
(including sewage spills), both at the site or needed due to migration of pollutants
from the site, resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants,
contaminants or pollutants.
If CONTRACTOR provides coverage written on a claims-made basis, OC SAN has
the right to approve or reject such coverage in its own discretion. If written on a
claims-made basis, the CONTRACTOR warrants that any retroactive date applicable
to coverage under the policy precedes the effective date of this Contract, and that
continuous coverage will be maintained, or an extended discovery period will be
exercised, for a period of two years beginning from the time that the Project under
this Contract is completed.
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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
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
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 19 of 26
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
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.
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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
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.
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 21 of 26
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 5. Pollution Liability Endorsements
There shall be a Separation of Insured Clause or endorsement, providing that
coverage applies separately to each insured, except with respect to the limits of
liability. There shall also be an endorsement or policy language containing a waiver
of subrogation rights on the part of the insurer.
OC SAN, its directors, officers, agents, consultants and employees and all public
agencies from whom permits will be obtained as well as their directors, officers,
agents, and employees shall be included as insureds under the policy. Any
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 22 of 26
additional insured endorsement shall contain language at least as broad as the
coverage language contained in ISO form CG 20 10 or alternatively in both
CG 20 10 and CG 20 37 together.
SECTION – 17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep 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
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 23 of 26
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. 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
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.
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 24 of 26
SECTION – 22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled “Safety” and Exhibit B Contractor Safety Standards. 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.
SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM ANNUAL
REPORTING REQUIREMENT
If CONTRACTOR will potentially work 1,000 combined hours in a quarter, for the term of the
Contract Agreement, 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 January 20th each calendar year. Failure to provide this data by the
required due date may result in suspension of CONTRACTOR’s 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.
SECTION – 24 HUMAN RESOURCES POLICIES
CONTRACTOR and its Subcontractors shall comply with and ensure their employees adhere to
OC SAN’s Human Resources Policies attached hereto as Exhibit C.
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SECTION – 25 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: Hirad Emadi, President Innovative Construction Solutions 575 Anton Boulevard, Suite 850 Costa Mesa, CA 92626 hemadi@icsinc.tv msantaularia@icsinc.tv
C-CA-030525 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 26 of 26
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Innovative Construction Solutions
575 Anton Boulevard, Suite 850
Costa Mesa, CA 92626
By______________________________ Date _________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 764815 (Expiration Date – 6/30/2027)
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-013025
EXHIBIT A SCHEDULE OF PRICES
C-EXA-013025
TABLE OF CONTENTS
EXHIBIT A SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION ............................................................................. 1
EXA-2 PROGRESS PAYMENTS .................................................................................. 1
EXA-3 RETENTION AND ESCROW ACCOUNTS ........................................................ 1
EXA-4 STOP PAYMENT NOTICE ................................................................................. 3
EXA-5 PAYMENT TO SUBCONTRACTORS ................................................................ 3
EXA-6 PAYMENT OF TAXES ....................................................................................... 3
EXA-7 FINAL PAYMENT ............................................................................................... 4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ... 6
ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT ......................... 7
ATTACHMENT 2 – SCHEDULE OF PRICES ................................................................... 8
C-EXA-013025 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 1 of 8
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract
Documents. EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement – Section 11 – “Contract Price and Method of Payment;”
2. General Conditions – “Payment – General”;
3. General Conditions – “Payment – Applications for Payment”;
4. General Conditions – “Payment – Mobilization Payment Requirements;”
5. General Conditions – “Payment – Itemized Breakdown of Contract Lump Sum Prices”;
6. General Conditions – "Contract Price Adjustments and Payments”;
7. General Conditions – “Suspension of Payments”;
8. General Conditions – “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 authorization by the General Manager of the 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
C-EXA-013025 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 5 of 8
changes, and shall submit the revised application for Final Payment. Upon 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 the date of recordation of the Notice of Completion 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 Notice herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138) within thirty (30) days of receipt of Final Payment.
C-EXA-013025 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 6 of 8
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:
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.
C-EXA-013025 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 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-013025PROJECT NO. P2-135CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2
Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Innovative Construction Solutions)
BF-14 Schedule of Prices, Pages 1-2
BF-14 SCHEDULE OF PRICES C-BF-101424 ADDENDUM NO. 1 PROJECT NO. P2-135 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 2 of 2
Bid Submitted By: ______________________________________ (Name of Firm)
SCHEDULE OF PRICES BASE BID ITEMS:
Item No. Description Unit of Measurement Extended Price
1. Mobilization: This item shall include all fees, labor, materials, and equipment required for all mobilization activities performed by the CONTRACTOR in accordance with the Contract Documents. Lump Sum = $150,000
2. Sheeting, Shoring, and Bracing: Work under this Item shall include all labor, equipment and materials required to provide furnishing, erecting, maintaining and removal of sheeting, shoring, and bracing and other equivalent methods, as required, for protection of life and limb and utilities in trenches, open excavations, and confined spaces, except for the work specified in Bid Items 1, 3, 4, and 5, in conformance with the Contract Documents.
Lump Sum =
3. All Other Portions of the Work Set Forth in the Contract Documents Except for the Work Performed in Item Nos. 1, 2, 4, and 5: This item includes all labor, equipment, and materials necessary for the completion of the Contract Work, except for the work specified in Bid Items 1, 2, 4, and 5, in conformance with the Contract Documents.
Lump Sum = $
4 Anionic Polymer Mixing Tanks Grating Platforms and Ladder System: This item includes all labor, equipment, and materials necessary for the completion of the Contract Work, except for the work specified in Bid Items 1, 2, 3, and 5, in conformance with Section 05531 Anionic Polymer Mixing Tanks Grating Platforms and Ladder System.
Lump Sum = $
5. Demobilization: This item includes all demobilization activities performed by the CONTRACTOR including, but not limited to, moving out, submittal and acceptance of As-Built Drawings, and final cleanup and restoration of the staging area to its original condition upon Final Completion, in conformance with the Contract Documents.
Lump Sum = $50,000
TOTAL AMOUNT OF BID (BASIS OF AWARD) $
$4,500
4,240,000
55,000
4,499,500
8/27/2025
1
Chemical Systems Rehabilitation
at Plant No. 2, Project No. P2-135
Presented by:
Charles Falzone
Engineering Supervisor
Operations Committee
September 3, 2025
Construction Contract
Project Overview
Sodium Bisulfite Station
Dechlorination for long outfall
(when needed) and short outfall
(when in use)
Anionic Polymer Station
Used for primary treatment
to settle solids
Plant No. 2 2
Central
Generation
Bldg
Ocean Outfall Booster Station
Digesters
Primary Clarifiers
Future Primary Clarifiers
1
2
8/27/2025
2
Current Condition
•Original system is oversized and out of
service due to age and poor condition
•Temporary system currently being used
New Design
•Replace chemical tanks from 4 → 2
•Replace pumps from 7 → 3
•Replace piping and electrical panels
•New plant water and plant air supply systems
Sodium Bisulfite Station
3
Sodium Bisulfite Station
Project Elements
•Replace obsolete electrical and control panels
•New valves and actuators
Anionic Polymer Station
4
Process Automation System Control Panel
Motor Starters
Polymer Feed Control Panel
POLYMER FACILITY
PUMP ROOM
3
4
8/27/2025
3
Amount of BidBidder
$4,439,500Innovative Construction Solutions
$5,412,000Filanc
$5,630,000Mehta Mechanical Company, Inc.
$5,875,000Myers & Sons Construction, LLC
$6,059,800J.F. Shea Construction, Inc.
Bid Results
5
Engineer’s Estimate: $4,600,000
Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Chemical Systems Rehabilitation at Plant No. 2, Project No. P2-135;
B. Award a Construction Contract to Innovative Construction Solutions for Chemical Systems Rehabilitation at Plant No. 2, Project No. P2-135, for a total amount not to exceed $4,439,500; and
C. Approve a contingency of $443,950 (10%).
Recommendation
6
5
6
8/27/2025
4
Questions?
7
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4172 Agenda Date:9/3/2025 Agenda Item No:14.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-135
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a project budget increase of $430,000 for Chemical Systems Rehabilitation at Plant
No. 2, Project No. P2-135, for a new total budget of $9,860,000;
B. Approve a Professional Construction Services Agreement with Lee & Ro, Inc. to provide
construction support services for Chemical Systems Rehabilitation at Plant No. 2, Project No.
P2-135, for a total amount not to exceed $812,061; and
C. Approve a contingency of $81,206 (10%).
BACKGROUND
Lee &Ro,Inc.,was selected as part of a competitive,qualifications-based solicitation process to
design the Chemical Systems Rehabilitation at Plant No.2,Project No.P2-135.At the time of the
solicitation,the Orange County Sanitation District (OC San)documented its intent to award a
subsequent agreement to the design consultant for the continuation of engineering services during
construction.
This project will make improvements to both the Sodium Bisulfite Station and the Anionic Polymer
Station at Plant No.2.At the Sodium Bisulfite Station,the project will replace the chemical tanks,
chemical feed pumps,piping,and electrical equipment,and install new plant water and plant air
supply systems.The redesigned system will operate intermittently to help prevent sodium bisulfite
from crystallizing when not in use for long periods.At the Anionic Polymer Station,the project will
demolish and replace obsolete electrical and instrumentation components,including controllers,
motor run-time meters, valves, and actuators.
RELEVANT STANDARDS
·Comply with California Government Code Section 4526 to engage the best qualified firm “on
the basis of demonstrated competence and qualifications” and “negotiate fair and reasonable
fees”
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File #:2025-4172 Agenda Date:9/3/2025 Agenda Item No:14.
·Comply with environmental permit requirements
·24/7/365 treatment plant reliability
PROBLEM
This project requires the design consultant to provide as-needed services during construction
including submittal review,responding to the Contractor’s requests for information,reviewing
construction change orders,participating in meetings,attending site visits,and preparing record
drawings.
PROPOSED SOLUTION
Award a Professional Construction Support Services Agreement with the design consultant,Lee &
Ro, Inc., to provide engineering support services during construction.
TIMING CONCERNS
Engineering support services will be required at the start of construction.Construction is anticipated
to start in October 2025.
RAMIFICATIONS OF NOT TAKING ACTION
The engineering support services needed to facilitate and review construction activities would not be
available from the Engineer of Record, which may negatively impact contract execution.
PRIOR COMMITTEE/BOARD ACTIONS
March 2023 -Approved a Professional Design Services Agreement with Lee &Ro,Inc.,to provide
engineering design services for an amount not to exceed $862,328 and approved a contingency of
$86,233 (10%).
ADDITIONAL INFORMATION
Lee &Ro,Inc.has successfully furnished engineering services for the design of this project and their
support services during construction will provide continuity through the completion of the project.
Staff negotiated with Lee &Ro,Inc.for these support services in accordance with OC San’s adopted
policies and procedures.A review of the proposed price was conducted using estimated quantities of
requests for information,submittals,meetings,site visits,change order review,and design revisions,
as well as the level of effort for preparing record drawings.Based on this review,staff determined the
negotiated fee to be fair and reasonable for these services.
CEQA
The project is exempt from CEQA,and a Notice of Exemption was filed and stamped in March 2023
with the OC Clerk-Recorder.
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File #:2025-4172 Agenda Date:9/3/2025 Agenda Item No:14.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget Update FY 2025-26,Page A-6,Chemical Systems Rehabilitation at Plant No.
2,Project No.P2-135).This item will increase the project budget and will be funded from the CIP
budget.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Professional Construction Services Agreement
·Presentation
SA:lb
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PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 1 of 19
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
This PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 24th day of September, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC
SAN"), and LEE & RO, INC., (hereinafter referred to as "CONSULTANT"). WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT to provide construction support
services for CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-135 (Construction Support Services); and WHEREAS, CONSULTANT is qualified to provide the necessary services for the Construction Support Services in connection with these requirements; and WHEREAS, OC SAN has adopted procedures in accordance with OC SAN’s current Purchasing Ordinance, Section 4.03(B), for the continuation of services and has proceeded in
accordance with said procedures to perform the Construction Support Services; and WHEREAS, at its regular meeting on September 24, 2025 the Board of Directors, by
Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to OC SAN’s current Purchasing Ordinance 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 and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors,
omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 2 of 19
C. In the event that work is not performed to the satisfaction of OC SAN and does not conform to the requirements of this Agreement or any applicable industry
standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project
Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions.
D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using OC SAN standard software. Conversion of CADD work from any other non-standard CADD format to
OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of thirty (30) calendar days during which OC SAN shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including but not
limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor
their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed
to the CONSULTANT by OC SAN, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for the Construction Support
Services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Eight Hundred Twelve
Thousand and Sixty-One Dollars ($812,061). 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.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 3 of 19
C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee Proposal.
D. Profit
Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be
10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, OC SAN shall pay profit for all services rendered by
CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to
$100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal.
For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate
basis per the attached hourly rate Schedule and as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee
Proposal. F. Direct Costs OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior
approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” – Allowable Direct Costs.
All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
G. Other Direct Costs
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 4 of 19
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 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 of management of reimbursable costs inclusive but not limited to travel,
lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or “per diem” as deemed the most practical.
CONSULTANT shall be responsible for returning to OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN.
Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance.
Local Travel is considered travel by the CONSULTANT within OC SAN general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel.
However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will
be made on a case-by-case basis and at the discretion of OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals
reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals.
Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 5 of 19
I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed the not-to-exceed amount of
the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in
excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any
notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of
the incremental amounts constituting the total compensation, provided that the total compensation is not increased.
4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed
breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section
of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 - AUDIT PROVISIONS.
B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 - COMPENSATION hereof in the format as
required by OC SAN. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and work performed during the period covered by the statement, as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the
invoiced amount on a per 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
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 6 of 19
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. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN, CONSULTANT will be paid the unpaid balance of any money due for such work,
including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final
payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising
under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for
compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; d) knowingly makes, uses, or causes to be made or used a false record
or statement to conceal, avoid, or decrease an obligation to OC SAN; or e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time
after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 7 of 19
A. To the extent CONSULTANT's employees and/or Subconsultants who will
perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq,
CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the
Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. DOCUMENT OWNERSHIP – SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS
A. Ownership of Documents for the Construction Support Services performed.
All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Construction Support 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 Construction Support Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other
provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications.
B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes
or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 8 of 19
7. INSURANCE
A. General i. Insurance shall be issued and underwritten by insurance companies
acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial
Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of 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 Two 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, blanket contractual liability (for this
Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile
equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. 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
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 9 of 19
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 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 form acceptable to 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
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 10 of 19
($2,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be
continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder.
In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of
CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or
new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this
Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form
acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term.
H. Proof of Coverage
The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements
are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, 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 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.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 11 of 19
• 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
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
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 12 of 19
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. 8. 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. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a
description of the scope of work to be done by each Subconsultant and each CONSULTANT’s project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per task basis,
broken down as indicated in Section 2 -COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project
team members without prior written approval by OC SAN. 10. ENGINEERING REGISTRATION
The CONSULTANT’s personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 13 of 19
but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under
the direct supervision of registered engineers. 11. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices
that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts,
and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three
(3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with
generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15
days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all project related accounting records and documents, and any other financial data.
12. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of OC SAN. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt
requested, postage prepaid. Notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708
Attention: Wai Chan, Senior Contracts Administrator Copy: Scott Ahn, Project Manager
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 14 of 19
Notices shall be mailed to CONSULTANT at:
LEE & RO, INC. 1199 South Fullerton Road Fullerton, CA 91748
Attention: Charles Ro, Principal in Charge All communication regarding the Scope of Work, will be addressed to the Project Manager.
Direction from other OC SAN’s staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 14. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance
with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN and/or CONSULTANT in accordance with Section 13 - NOTICES.
15. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, computation, and study materials in its
files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 16. COMPLIANCE A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution
CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 15 of 19
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 17. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this
document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following
month and must include as a minimum: 1) current activities, 2) future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those
standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies).
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 16 of 19
22. INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN
and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and
expenses including without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and OC SAN’s general and administrative expenses (individually, a “Claim”, or collectively, “Claims”) which may arise
from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from
any Claim arising from: (A) the sole or active negligence or willful misconduct of the Indemnified Parties; or
(B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, consultant, subconsultant, subcontractor, nor anyone
employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
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
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 17 of 19
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. CONSULTANT PERFORMANCE
The CONSULTANT’s performance shall be evaluated by OC SAN. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with
the comments, shall be retained by OC SAN and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures, including, but not
limited to, the Contractor Safety Standards, as applicable, and Human Resources Policies, all as may be amended from time to time. 26. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete
and that OC SAN requires no further work from CONSULTANT, or the 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.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 18 of 19
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be
provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved
of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or
otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or agreement with, the CONSULTANT’s request for final Agreement Acceptance. 27. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PCSA PROJECT NO. P2-135 Revised 030525 CHEMICAL SYSTEMS REHABILITATION AT PLANT NO. 2 Page 19 of 19
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: LEE & RO, 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 Used Attachment “C” – Not Used 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 Used
Attachment “K” – Minor Subconsultant Hourly Rate Schedule Attachment “L” – Contractor Safety Standards Attachment “M” – Not Attached
Attachment “N” – Not Attached Attachment “O” – Human Resources Policies
WC:ms
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 1 of 16
ATTACHMENT “A” SCOPE OF WORK Chemical Systems Rehabilitation at Plant No. 2 PROJECT NO. P2-135 PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 2 of 16
TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................... 4
II. PROJECT SCHEDULE ....................................................................................................... 4
III. PROJECT IMPLEMENTATION ........................................................................................... 4
IV. PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES .................................... 4
TASK 4.1 – PROJECT MANAGEMENT ................................................................................... 5 4.1.1 – PMWeb Procedures ...................................................................................................... 5
TASK 4.2 – INITIAL PROJECT MEETINGS ............................................................................. 6 4.2.1 – Construction Hand-Off Workshop ................................................................................. 6 4.2.2 – PMWeb and Submittal Review Procedures Meeting ..................................................... 7 4.2.3 – Preconstruction Conference .......................................................................................... 7
TASK 4.3 – SUBMITTAL REVIEWS ......................................................................................... 7
TASK 4.4 – REQUEST FOR INFORMATION ........................................................................... 8
TASK 4.5 – CONTRACT DOCUMENT MODIFICATIONS, DESIGN CHANGES AND CHANGE ORDERS .................................................................................................................................. 8
TASK 4.6 – CONSTRUCTION PROGRESS MEETINGS AND SITE VISITS ............................. 9
TASK 4.7 – CONSULTANT LED TRAINING ............................................................................ 9
TASK 4.8 – CONFORMED DOCUMENT PREPARATION ....................................................... 9
V. PHASE 5 – COMMISSIONING SERVICES .........................................................................10
TASK 5.1 – COMMISSIONING TEAM MEETINGS ..................................................................10
TASK 5.2 – FACILITY RECORDS DELIVERY SCHEDULE ....................................................10
TASK 5.3 – COMMISSIONING SUPPORT ..............................................................................11
TASK 5.4 – OPERATIONS AND MAINTENANCE MANUALS ................................................11
TASK 5.5 – STANDARD OPERATING PROCEDURES (SOPS) .............................................12
TASK 5.6 – REDLINE P&IDS AND SINGLE LINE DIAGRAMS (SLD) .....................................12
VI. PHASE 6 – CLOSEOUT .....................................................................................................13
TASK 6.1 – FINAL INSPECTION AND PUNCH LISTS ............................................................13
TASK 6.2 – RECORD DRAWINGS..........................................................................................13
TASK 6.3 – PROJECT MANAGEMENT ..................................................................................15
VII. STAFF ASSISTANCE .......................................................................................................15
VIII. QUANTITATIVE ASSUMPTIONS .................................................................................15
IX. EXHIBITS ...........................................................................................................................16
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 3 of 16
EXHIBIT 1 - OC SAN REVISED O&M MANUAL TOC .............................................................16 EXHIBIT 2 - P2-66 CH05 INFLUENT PUMP STATION (REVISED) ........................................16
EXHIBIT 3 - O&M MANUAL, EQUIPMENT CONTROLS - SHUTDOWNS AND ALARM TABLES...................................................................................................................................16 EXHIBIT 4 - PCSA MONTHLY REPORT TEMPLATE .............................................................16
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 4 of 16
I. SUMMARY
Provide construction engineering support services for the construction and installation, and closeout phases of this project.
II. PROJECT SCHEDULE
The schedule for the services specified in this Scope of Work (SOW) shall be provided per the construction contract schedule, and the following schedule constraints:
Task(s) Period of Performance
Submittals As described under Task 4.3 - Submittal Reviews
Request for Information As described under Task 4.4 - Request for Information
Record Drawings Draft Record Drawings shall be submitted to OC SAN within 60 days of receipt from OC SAN of the approved Contractor’s As-Built Drawings. The final Record Drawings shall be submitted within 21 days of receipt of OC SAN’s comments on the Draft Record Drawings.
III. PROJECT IMPLEMENTATION
All Orange County Sanitation District (OC SAN) projects are divided into six phases. The CONSULTANT shall provide engineering support services for Phase 4 Construction and Installation Services, Phase 5 Commissioning Services, and Phase 6 Closeout.
• Phase 1 – Project Development – Completed
• Phase 2 – Preliminary Design – Completed
• Phase 3 – Final Design – Completed
• Phase 4 – Construction and Installation Services
• Phase 5 – Commissioning Services
• Phase 6 – Closeout
IV. PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES
OC SAN will administer and provide field inspection for the construction contract. Construction engineering support services shall be provided by the CONSULTANT as requested by OC SAN.
The CONSULTANT shall provide the key project personnel as described in its proposal for this project. The CONSULTANT shall not reassign the key project personnel without prior approval of OC SAN. OC SAN may request reassignment of any of the CONSULTANT’s or its subconsultant’s personnel, based on poor performance.
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 5 of 16
For all services, the CONSULTANT shall refer to the Engineering Design Guidelines, Chapter 01 for detailed requirements.
Quality Assurance/Quality Control (QA/QC): The CONSULTANT shall administer a program of QA/QC procedures for producing quality work and shall effectively manage and control the work. Specific procedures shall include but not be limited to planning, coordination, tracking, checking, reviewing, and scheduling the work. The CONSULTANT shall subject all work products prepared by the CONSULTANT to the CONSULTANT’s in-house QA/QC procedures
prior to submittal to OC SAN. QA/QC hours and costs shall be incorporated into other tasks within this SOW.
TASK 4.1 – PROJECT MANAGEMENT
The CONSULTANT shall be responsible for detailed management of the work, including managing its subconsultants, and shall keep OC SAN apprised of the status of the work.
The CONSULTANT shall conduct monthly project management meetings with OC SAN. These
meetings shall be attended by OC SAN’s Project Manager and the CONSULTANT’s Project Manager at a mutually agreeable time. The purpose of the meetings shall be to review the CONSULTANT’s Project Manager’s progress report and the status of the SOW, budget, and
any issues which may affect completion of the work. Meetings should be arranged so that the progress report can be submitted three days before each meeting.
The CONSULTANT shall prepare and submit monthly invoices to OC SAN no later than the second Wednesday of the following month. The invoices shall document the hours and billing rate for each person that works on the project for each task in the work breakdown structure (WBS). Overhead, profit, and any direct costs shall also be shown for each task. As part of the summary section of the invoice, the CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget amount remaining
• Current billing period “total percent invoice to date”
• Current billing period “total percent completed to date”
The monthly progress report shall be submitted with the invoice as part of the monthly request for payment. The monthly progress report shall be in accordance with Exhibit 4 – PCSA Monthly Report Template.
4.1.1 – PMWeb Procedures
This Agreement shall utilize PMWeb as the Project Control Management System
(PCMS) for overall management of the Agreement. All PCMS related documents requiring formal signatures shall be digital, and all copies digitally distributed. The PCMS conforms to the requirements set forth in California Government Code section 16.5 regarding digital signatures; therefore, digital signatures are in full force and effect and are legally the same as a hand-written signature. At least one PCMS account shall have the authority to approve Amendments.
OC SAN shall maintain the PCMS and serve as the administrator for the duration of this Agreement. OC SAN will provide the CONSULTANT with user access for approved
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 6 of 16
personnel as needed for the duration of the Agreement. OC SAN shall control access to the PCMS by assigning user profiles and login credentials. CONSULTANT shall notify OC SAN of any changes to personnel. Access modifications shall be coordinated as needed throughout the Agreement. Do not share PCMS account passwords with anyone inside or outside of the company.
Routine maintenance of the PCMS system may be required during the Agreement. Access to the PCMS system may be restricted or unavailable at these times and will be
scheduled outside of typical working hours whenever possible.
The PCMS is a web-based environment and is therefore subject to the inherent speed and connectivity problems of the Internet. The CONSULTANT is responsible for its own
connectivity to the Internet. PCMS response time is dependent on the CONSULTANT’s equipment, including processor speed, Internet access speed, Internet traffic, etc.
OC SAN will not be liable for any delays associated with the utilization of the PCMS
including, but not limited to, slow response time, down time periods, connectivity problems, or loss of information.
The OC SAN will provide a one-time training session of up to one (1) hour to train
CONSULTANT’s designated staff on general system requirements, procedures, and methods.
Automated system notifications generated via PCMS (e.g., in-system notices, system generated email, or email with attachment) shall constitute a formal written notification in compliance with the Professional Construction Service Agreement (PCSA).
TASK 4.2 – INITIAL PROJECT MEETINGS
4.2.1 – Construction Hand-Off Workshop
The CONSULTANT shall participate in a one-hour construction hand-off workshop. The
purpose of the workshop is for the CONSULTANT and the OC SAN design team to transfer project-specific knowledge to the OC SAN construction management and inspection staff who will be managing and monitoring construction. Agenda to be used at the meeting is below:
A. General Project Overview 1. Summary of Work and Project Elements 2. Work Sequence
3. Work Restrictions 4. Schedule/Milestones B. Project Risks 1. Mandatory Work Sequence 2. Temporary Sodium Bisulfite System must be available at all times, or shutdowns must be coordinated in advance. 3. Fiberglass Reinforced Plastic Tank and Heat Tracing Submittals C. Project Team 1. OC SAN Engineering Team 2. CONSULTANT Team - involvement in Submittals & RFIs. 3. Stakeholders- O&M and J-137 team for Sodium Bisulfite System
D. Contractor 1. Subs
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 7 of 16
2. Past Contractor performance at OC SAN a. Strengths b. Weaknesses 3. LDs 4. Status of PMWeb Submittals List and set up
The workshop will be led by CONSULTANT’s Project Manager and Project Engineer and OC SAN’s Project Manager and Project Engineer.
4.2.2 – PMWeb and Submittal Review Procedures Meeting
The CONSULTANT shall participate in a one-hour PMWeb procedure meeting and submittal procedure meeting. The purpose of this meeting is to review the roles and
logistics for review and acceptance of construction contract documents and Contractor submittals. The CONSULTANT’s Project Manager and Project Engineer shall attend. This meeting will be led by the OC SAN Resident Engineer and will be more specific to
this contract than the overall PMWeb training identified in Section 4.1.1.
The project will utilize PMWeb for submittal reviews, project communication, tracking, and management. When required by OC SAN, paper documents shall also be provided.
4.2.3 – Preconstruction Conference
The CONSULTANT shall participate in a one-hour preconstruction conference attended by OC SAN staff, the CONSULTANT, the Contractor, subcontractors, and vendors. This meeting will be scheduled and presided over by OC SAN. In this meeting, OC SAN’s Resident Engineer will describe the CONSULTANT’s role in the project as the Design Engineer and the services the CONSULTANT shall provide during construction. OC SAN will prepare meeting minutes and the CONSULTANT shall review and comment on the minutes. Only the Project Manager, Project Engineer shall attend.
TASK 4.3 – SUBMITTAL REVIEWS
OC SAN will receive all submittals from the Contractor through PMWeb. OC SAN will forward submittals requiring the CONSULTANT’s review to the CONSULTANT via
PMWeb. The CONSULTANT shall review the submittals for conformance with the requirements of the Contract Documents and provide review comments to OC SAN through PMWeb within ten (10) calendar days after receipt of a submittal. The
CONSULTANT shall return comments to OC SAN allowing enough time for OC SAN to incorporate all comments into a combined review comment set that OC SAN will return to the Contractor. The CONSULTANT shall accommodate occasional expedited reviews for time-sensitive submittals. Submittals shall include but not be limited to shop drawings, vendor tests, certifications, and test reports. All submittals will be made available electronically (PDF) through PMWeb.
If the CONSULTANT has staff other than the assigned technical lead review submittals, the CONSULTANT's technical lead shall review all submittal comments prior to returning them to OC SAN. For all submittals reviewed by the CONSULTANT, the CONSULTANT shall assume that they are the only reviewer for that submittal review and shall not rely on supplemental OC SAN comments.
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PCSA Page 8 of 16
See Section V - Quantitative Assumptions in this SOW for the estimated number of submittals.
TASK 4.4 – REQUEST FOR INFORMATION
OC SAN will forward to the CONSULTANT certain Requests for Information (RFIs) generated by the Contractor or OC SAN during both Phase 4 Construction and Installation Services and Phase 5 Commissioning Services. The CONSULTANT shall return written responses to OC SAN as soon as possible or within three (3) calendar
days of receipt of the RFIs, clarifying the requirements of the Contract Documents. The CONSULTANT shall generate necessary sketches, figures, and modifications to the drawings for clarification. When required to avoid schedule delay or additional
construction-related costs, the CONSULTANT shall expedite the review of time sensitive RFIs.
If any changes to the Contract Documents are required, the CONSULTANT shall
prepare these documents and submit them as PDF files to OC SAN. The CONSULTANT shall update all AutoCAD drawings and specifications upon OC SAN acceptance of any changes resulting from RFIs and change orders.
See Section V- Quantitative Assumptions in this SOW for the estimated number of RFIs.
TASK 4.5 – CONTRACT DOCUMENT MODIFICATIONS, DESIGN CHANGES AND CHANGE ORDERS
If the Contract Documents require modifications due to changed conditions, OC SAN requested changes, omissions, or design errors; the CONSULTANT shall prepare preliminary change order documents and forward them to OC SAN, as needed. OC SAN shall review the preliminary change order documents and request the CONSULTANT to incorporate any changes. OC SAN will issue the change order
documents in a formal Request for Proposal (RFP) or Field Change Order (FCO) to the Contractor. The CONSULTANT shall forward design calculations and other design backup documents as necessary to OC SAN.
Any Contract Document that requires changes shall be identified with the date of change and reference (RFI number, RFP number, FCO number, etc.) shown on the document. Changes shown on the drawings shall be clearly marked and “clouded” for accurate
identification of the scope of the change to the Contractor and inspection staff. The CONSULTANT shall maintain up-to-date Contract Documents. When a change is required on a Contract Drawing that has previously undergone a change, the updated drawing showing the previous change shall be used as the base document to identify new changes.
The CONSULTANT shall submit complete change documentation to OC SAN for use in RFIs, RFPs, and FCOs. This change documentation shall include drawings, schematics, details, schedules, and specifications, as required.
The CONSULTANT shall prepare cost estimates for the changes by OC SAN. The CONSULTANT shall provide details, description and justification for the change.
The CONSULTANT shall maintain a Master Document Index (MDI) to track all changes
issued on the project. The MDI shall be updated monthly and be located in PMWeb.
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 9 of 16
See Section V- Quantitative Assumptions in this SOW for the estimated number of hours.
TASK 4.6 – CONSTRUCTION PROGRESS MEETINGS AND SITE VISITS
The CONSULTANT shall attend construction progress meetings, as requested by OC SAN’s Resident Engineer. The CONSULTANT’s Project Manager and Project Engineer shall attend. The scope shall include the time for travel, follow-up, and review of meeting minutes. Construction progress meeting minutes will be prepared by OC SAN.
The CONSULTANT shall attend or be available by Microsoft Teams for one-hour weekly construction progress meetings, when requested by the Resident Engineer.
The CONSULTANT shall make field visits to assist in field problem resolution and design
clarification/verification to help resolve construction issues as they arise and as requested by OC SAN. The CONSULTANT shall report the nature of the field site visits, the problem resolved and identify staff requesting the site visit in the CONSULTANT’s
monthly project report. OC SAN will provide project inspection, except as required in other sections of this SOW.
See Section V- Quantitative Assumptions in this SOW for the estimated number of
hours.
TASK 4.7 – CONSULTANT LED TRAINING
CONSULTANT shall lead trainings to cover the modifications and additions completed by the project. The training material should include items such as project overview, the design intent/purpose, SCADA use, process parameters, critical maintenance tasks, operational philosophy, and different modes of operation.
The preferred platform to conduct these trainings is in Microsoft Teams (one class session should be recorded). In-person classes may be coordinated depending on the
topic/needs.
Assume 5 training classes, 2 sessions each for each topic, for the following areas:
1. Sodium Bisulfite Station – 1 hour/class
2. Anionic Polymer Station – 1 hour/class All training shall be completed prior to the start of the Contractor RATS. A draft training
agenda, draft presentation slides and any handouts shall be submitted to OC SAN not less than 60-days prior to the required training date. OC SAN will schedule the training with the required OC SAN staff. Within 30-days of all trainings being completed, the CONSULTANT shall submit all final training materials and video recordings to OC SAN.
TASK 4.8 – CONFORMED DOCUMENT PREPARATION
Within two weeks after the issuance of the Notice to Proceed (NTP) of the PCSA, prepare conformed document set (drawings, databases, specifications, and other required materials) that incorporates the addenda.
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 10 of 16
V. PHASE 5 – COMMISSIONING SERVICES
TASK 5.1 – COMMISSIONING TEAM MEETINGS
The CONSULTANT shall attend Commissioning Team meetings at OC SAN’s request. The scope includes time for meeting preparation, follow-up, and review of meeting minutes. Commissioning team meeting minutes shall be prepared by OC SAN. The
CONSULTANT will review and comment on OC SAN’s prepared meeting minutes.
See Section V- “Quantitative Assumptions” in this Scope of Work for the number of meetings.
TASK 5.2 – FACILITY RECORDS DELIVERY SCHEDULE
The CONSULTANT shall provide the facility records highlighted in green in the table below. These facility records are organized by when they are due to OC SAN O&M. All other facility records are by Contractor.
Construction NTP Pre-commissioning Beneficial Occupancy Final Completion After Final Completion
ESM (draft individual) ESM (final individual) ESM (as-built individual)
EID
(conformed to bid)
EID (final)
SLD
(conformed to bid)
SLD (redline for
baseline)
P&ID (conformed to bid)
P&ID (redline for baseline)
O&M Manual (draft) O&M Manual1
SOPs (draft photos and graphics) SOPs (final photos and graphics)1
CONSULTANT training and training
manuals
Vendor training and training manuals
PCI training
Loop drawings
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 11 of 16
Construction NTP Pre-commissioning Beneficial Occupancy Final Completion After Final Completion
Completed commissioning procedures
Test results
Electronic CAD
files
Electronic config. files
All remaining facility records
Record
Drawings, including CAD files
1. Documents should be submitted as draft at least six weeks prior to Contractor’s scheduled Beneficial
Occupancy. Final documents shall be available at Beneficial Occupancy.
TASK 5.3 – COMMISSIONING SUPPORT
The CONSULTANT’s staff members shall provide process assistance to OC SAN’s staff during the startup of all systems at the Sodium Bisulfite Station and Anionic Polymer Station. The CONSULTANT’s Commissioning staff shall be available to help troubleshoot during commissioning, during RAT, and to prepare operation manuals. The
CONSULTANT services shall consist of a series of on-site visits to participate in the development of stable processes/systems.
The CONSULTANT shall witness the FAT and RAT and document any deviations from
the prepared procedures, failures, and anomalies during the testing, and report any activities negatively impacting the operation of the treatment facilities to OC SAN.
See Section V- “Quantitative Assumptions” in this SOW for the estimated number of site
visits.
TASK 5.4 – OPERATIONS AND MAINTENANCE MANUALS
The CONSULTANT shall review existing OC SAN Operations and Maintenance (O&M) Manuals and determine which require replacement or modification. The CONSULTANT shall develop the new and revised O&M Manuals as required. The format will be based on previous O&M Manuals with content additions and revisions as defined in Exhibit 1, “OC SAN Revised O&M Manual TOC” spreadsheet. This spreadsheet includes a corresponding reference to the P2-66 O&M Manual for a content example. When an example is not provided, that indicates that new content has been added to the table of contents. The Equipment Controls portion of the O&M Manual has been revised to include a Shutdowns and Alarms Table versus separate paragraphs for interlocks and
alarms. Exhibit 2, “P2-66 Ch05 Influent Pump Station (Revised)” Word document
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 12 of 16
provides an example of these changes. Exhibit 3, “O&M Manual, Equipment Controls - Shutdowns and Alarms Tables” spreadsheet can be used to develop these tables in Excel and then transfer them into the Word documents. The O&M Manual shall be illustrated with photos, tables, diagrams and schematics as appropriate.
The draft O&M Manuals shall be submitted to OC SAN for review at least 45 days prior to commencement of the CONSULTANT led training. This assumes a 30-day OC SAN review period, at which point OC SAN 's comments shall be forwarded to the
CONSULTANT. The CONSULTANT shall incorporate the necessary changes into the Draft O&M Manual for startup. During startup and testing the Draft O&M Manual shall be considered a "living document", with changes being recorded by the CONSULTANT
and OC SAN, based on operating experience. The Final O&M Manual shall be submitted with Beneficial Occupancy.
TASK 5.5 – STANDARD OPERATING PROCEDURES (SOPS)
The CONSULTANT shall develop SOPs for process units and upgraded system conditions. The CONSULTANT shall present the finalized SOPs to OC SAN Operation and Maintenance staff prior to RAT. During the RAT process, SOPs might be modified
based on comments from OC SAN.
Draft SOPs shall be submitted to OC SAN prior to the start of ORT and the final SOPs shall be submitted with beneficial occupancy of each facility. Allow for one additional revision after the Draft SOP.
The SOPS shall be submitted to OC SAN as MS Word files, and OC SAN will configure SharePoint where the Word files and Vendor Manuals are managed.
TASK 5.6 – REDLINE P&IDS AND SINGLE LINE DIAGRAMS (SLD)
The CONSULTANT shall develop interim redline P&IDs and SLDs for OC SAN to use as
an interim facility baseline during construction. The redline drawings shall include all changes made during construction and shall represent the as-built condition of the facilities. OC SAN will transmit to the CONSULTANT the Contractor’s markups of these
documents. CONSULTANT shall utilize Contractor markups for RFIs, Change Orders, Contractor Submittals, Contractor loop check, and inspector markups to create the redline P&IDs and SLDs. For changes to existing facilities, OC SAN will provide the
CONSULTANT a copy of the most recent Facility Record drawing to redline at the start of commissioning. Redline shall be accomplished using a PDF markup program, such as Bluebeam or AutoCAD and redline markups shall resemble the look and feel of the as-built P&ID. Summary notes describing the changes, images of RFI responses, or other such markups will not be accepted.
Each redline drawing shall include a stamp containing “INTERIM CONSTRUCTION
UPDATE” information (Project #, Date, Inspector Name, Phone, and Email) in RED. Below is an example of the stamp.
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 13 of 16
The CONSULTANT shall submit the redline P&IDs and SLDs with beneficial occupancy of each facility. This interim deliverable does not relieve the CONSULANT from providing the as-built P&IDs and SLDs with the Final Record Drawings, see Task 6.2.
VI. PHASE 6 – CLOSEOUT
Closeout tasks include completion of punch list work by the Contractor, final inspection, completion of Record Drawings, and electronic data. The CONSULTANT shall submit a final invoice at the completion of the project.
TASK 6.1 – FINAL INSPECTION AND PUNCH LISTS
The CONSULTANT’s construction coordinator, and discipline leads shall attend the final inspection job walk with the Contractor and OC SAN staff. The CONSULTANT shall make recommendations on the completion of the work including, but not limited to, completion of punch list items, site cleanup, and SWPCP.
The CONSULTANT shall assist OC SAN in developing punch lists of items required to be completed prior to final acceptance of the project by OC SAN.
See Section V- Quantitative Assumptions in this SOW for the estimated number of
hours.
TASK 6.2 – RECORD DRAWINGS
When requested by OC SAN, the CONSULTANT shall attend preliminary as-built
meetings with OC SAN and the Contractor to inspect the Contractor’s draft as-built drawings to verify that the Contractor has included all relevant information from approved change orders and RFIs. As part of the review process, the CONSULTANT
shall verify that the Contractor’s draft as-built drawings correctly reflect the information included in the approved shop drawings, RFIs, approved FCOs, plan clarifications, plan changes, and other deviations from the conformed Contract Documents, and that the information in the as-built drawings is complete. Based on the findings, the CONSULTANT shall prepare a written report on the completeness of the field markup set. The CONSULTANT shall allow for two meetings/visits to review the Contractor’s in progress as-built drawings, it is anticipated these meetings will occur when the construction is 75% complete for each system (Sodium Bisulfite and Anionic Polymer) and before the draft final as-built set.
The CONSULTANT shall independently keep a CAD ready set of draft as-built drawings throughout the project. After each meeting with the Contractor, the CONSULTANT shall
transpose the Contractor’s information to the CONSULTANT’s draft CAD ready as-built
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 14 of 16
drawings. The CONSULTANT shall be responsible for marking-up any differences between the Contractor’s draft as-built drawings and the CONSULTANT’s set.
After final completion of the project, OC SAN will transmit to the CONSULTANT the Contractor’s final as-built drawings. At that time, the CONSULTANT shall meet with OC SAN’s inspectors and Resident Engineer to review the Contractor’s final as-built drawings for completeness.
The CONSULTANT shall prepare Draft Record Drawings based on the final as-built
drawings for all drawings in accordance with the requirements in the CAD Manual. Traffic control plans and temporary bracing of shoring will not be updated. The CONSULTANT shall submit the Draft Record Drawings to the OC SAN Resident
Engineer. The Draft Record Drawings will be reviewed for content and CAD compliance by OC SAN staff. A comment log will be returned to the CONSULTANT and, if any comments are generated, the CONSULTANT shall revise the Record Drawings and
resubmit to the OC SAN Resident Engineer for review of the changes and acceptance of the Record Drawings.
When no additional comments are identified, the CONSULTANT shall prepare the Final
Record Drawings and submit them in accordance with the OC SAN CAD Manual Chapter 12. All hard copies of the Contractor’s final as-built drawings shall be returned to OC SAN at this same time. All Record Drawings shall contain a stamp indicating:
The stamp shall be placed in the title block and may be included by x-ref. In addition, a
note shall be placed over the engineer’s seal stating that “This drawing was originally approved for construction by [name of engineer] on [date] and sealed by [name of engineer] a licensed professional engineer in the State of California No. [License
number] “. The CONSULTANT shall submit an electronic copy of the Record Drawings to OC SAN for review and acceptance. The acceptance of the Record Drawings shall be deemed a condition precedent for completion of the services provided in Phase 6 - Closeout.
The Contractor-generated as-built drawings described in the Engineering Design Guidelines and the shop drawings will not be updated by the CONSULTANT.
The format and quantities for delivery of the submittals shall be as listed below:
Contents Draft Record Drawings Final Record Drawings
Hard Copy Sets None None
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 15 of 16
All related electronic files, including CAD and compiled PDFs
Transmit Electronic Files to OC SAN Transmit Electronic Files to OC SAN
TASK 6.3 – PROJECT MANAGEMENT
The CONSULTANT shall also include project management support man-hours related to closeout activities per requirements stated in Phase 4, Project Management Task.
VII. STAFF ASSISTANCE
The OC SAN staff member or designee assigned to work with the CONSULTANT on the construction phase of this project is Scott Ahn at (714) 593-7219, email to: sahn@ocsan.gov.
VIII. QUANTITATIVE ASSUMPTIONS
The assumptions listed in the following table below shall be the basis for the assumed level of effort.
SCOPE OF WORK PROJECT NO. P2-135
PCSA Page 16 of 16
Task Description Assumption
4.1 Project Management 23 months duration from the effective date of the NTP for this SOW
4.1.1 PMWeb Procedures Meeting Attend 1-hour meeting
4.2.1 Construction Hand-off Meeting PM + PE: Prep and attend 1-hour meeting
4.2.2 PMWeb Submittal Procedures Meeting Attend 1-hour meeting
4.2.3 Preconstruction Conference PM + PE: Attend 1-hour meeting
4.3 Submittals 300 – Original submittals items1
150 – Resubmittal items
75 – 3rd and later resubmittal items
4.4 Requests for Information 100 RFIs
4.5 Contract Document Modifications, Design Changes and Change Orders 100 hours
4.6 Construction Progress Meetings
Site Visits During Construction
50 Biweekly Progress Meetings @ 1 hour each
5 Site Visits @ 2 hours each
5.1 Commissioning Team Meetings Attend 3 x 2-hours meetings and office support as needed
5.3 Commissioning Support 54 hours
6.1 Final Inspection & Punch Lists 20 hours
6.3 Project Management 3 months duration in the Closeout Phase
1Note that each submittal set includes multiple submittal items which may be individually submitted by the Contractor. The counts listed in this table consider the individual submittal items. The level of effort should assume these all are received individually.
IX. EXHIBITS
EXHIBIT 1 - OC SAN REVISED O&M MANUAL TOC
EXHIBIT 2 - P2-66 CH05 INFLUENT PUMP STATION (REVISED)
EXHIBIT 3 - O&M MANUAL, EQUIPMENT CONTROLS - SHUTDOWNS AND ALARM TABLES
EXHIBIT 4 - PCSA MONTHLY REPORT TEMPLATE
SA:cs
8/27/2025
1
Chemical Systems Rehabilitation
at Plant No. 2, Project No. P2-135
Presented by:
Charles Falzone
Engineering Supervisor
Operations Committee
September 3, 2025
Professional Construction Services Agreement
2
Construction Support Services:
•Submittal Reviews
•Request for Information (RFIs)
•Field Changes
•Construction Meetings and Site Visits
•OC San Training
•Record Drawings
Additional Support Services:
•O&M Manual
•Standard Operating Procedures (SOPs)
•Redline Piping & Instrumentation Diagrams (P&IDs) and Single Line Diagrams
Professional Construction
Services Agreement
1
2
8/27/2025
2
Recommend to the Board of Directors to:
A. Approve a project budget increase of $430,000 for Chemical Systems Rehabilitation at Plant No. 2, Project No. P2-135, for a new total budget of $9,860,000;
B. Approve a Professional Construction Services Agreement with Lee + Ro, Inc. to provide construction support services for Chemical Systems Rehabilitation at Plant No. 2, Project No. P2-135, for a total amount not to exceed $812,061; and
C. Approve a contingency of $81,206 (10%).
Recommendation
3
Questions?
3
4
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4456 Agenda Date:9/3/2025 Agenda Item No:15.
FROM:Robert Thompson, General Manager
Originator: Lan C. Wiborg, Director of Environmental Services
SUBJECT:
ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL SERVICES DEPARTMENT
UPDATE
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
Each month, staff provides an informational presentation on a topic of interest to the Board of
Directors. This month’s topic:Orange County Sanitation District Environmental Services
Department - Resource Protection, Environmental Laboratory and Ocean Monitoring, and
Environmental Compliance: Protecting Public Health and the Environment
The work of the Environmental Services Department is predominantly focused on safeguarding
public health and the environment. The Department’s core responsibilities are complex and diverse.
This presentation will highlight who we are, what we do, and our ongoing strategic and collaborative
projects and studies.
RELEVANT STANDARDS
·Maintain and adhere to: Biosolids master plan, Strategic plan
·Protect public safety
·Maintain collaborative and cooperative relationships with regulators, stakeholders, and
neighboring communities
·Listen to and seriously consider community input on environmental concerns
·Operate and maintain facilities to minimize impacts on surrounding communities including
odor, noise, and lighting
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Presentation
Orange County Sanitation District Printed on 8/27/2025Page 1 of 1
powered by Legistar™
8/27/2025
1
Operations Committee
September 3, 2025
Environmental Services Department
Lan Wiborg
Environmental Services Director
“To protect public health and the environment by providing effective wastewater collection, treatment, and recycling.”
Our
Mission
2
1
2
8/27/2025
2
Environmental
Services
Department
Environmental Compliance and Ocean Monitoring
Resource Protection (Source Control)
Environmental Laboratory
Administration and Regulatory Oversight
3
Tom Meregillano
Environmental Protection
Manager
Sam Choi
Environmental Protection
Manager
Mark Kawamoto
Environmental Protection Manager
Lan Wiborg
Department Head
4
3
4
8/27/2025
3
5
“Pursuant to the Clean
Water Act, any violation of any requirement imposed in OC San’s local pretreatment program is
a violation of federal law”
US Department of JusticeCentral District of California
News Release on Jan 13, 2023
Source Control
6
Progressive
Enforcement
Judicial Remedy
Judicial Referral (OCDA)
Permit Revocation
Administrative Complaint and Civil Penalties
Permit Suspension
Probation Orders
Enforcement Compliance Schedule Agreememnt
Order to Cease
Notice of Violation
Courtesy Reminders
5
6
8/27/2025
4
Wastehauler Station
7
Acceptable Wastestreams
• Brine water
• Cesspool
• Chemical toilet
• Grease trap wastewater
• Septic tank wastewater
FY 2023/2024 -49 Permitted Wastehaulers
Industrial Wastewater
8
7
8
8/27/2025
5
Industrial Inspections
9
10
Sewershed Sampling
9
10
8/27/2025
6
11
Dry Weather Urban Runoff Diversion
Interagency Emergency Response
12
2022 Interagency Coordinated Response to Omni Metal Finishing Inc.
11
12
8/27/2025
7
13
Heavy Metals in Final Effluent
MGDlb/d
(Cd, Cr, Cu, Pb, Ni, Ag, Zn)
Year
Celebrating Success
Pretreatment Honor Roll
14
13
14
8/27/2025
8
15
Environmental Compliance
Regulatory Focus
•Air quality
•Biosolids
•Stormwater
•Ocean discharge
Air Quality Compliance
16
15
16
8/27/2025
9
17
Air Quality Testing
Allocations Based on:
530 Tons per day148 Trucks per week
Fail-safe Back-up
Landfill and Lime stabilization
Tule Ranch – AgTech
CA NV AR
Kern County
Los Angeles County
San Diego
County Yuma County
OC SAN
La Paz County
Fail-safe Back upCompostSynagro – AZ Soils
41.9% (Feed and Seed Crops)
Tule Ranch – AgTech
222 tons/day, 62 trucks/week
10.2% Compost
Synagro – Liberty Compost
54 tons/day, 15 trucks/week
19.6% CompostSynagro – South Kern104 tons/day, 29 trucks/week
3.4% Compost
IERCA – Inland Empire
18 tons/day, 5 trucks/week
0% (Pellets and Biochar)Anaergia – Rialto Bioenergy Facility0 tons/day, 0 trucks/week
Fail-safe Back-up
Landfill
OCWR – Prima Deshecha
24.9% CompostSynagro – Nursery Empire132 tons/day, 37 trucks/week
Biosolids
Management
of OC San’s biosolids are
beneficially used.
100%
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18
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Biosolids Management
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Stormwater Audits
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11
Ocean Monitoring
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Environmental Laboratory
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Daily Treatment Process Control
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Special Project: Outfall Rehabilitation
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25
Contaminant Source Investigation
Compounds of Emerging Concern
Credit: Military Times
Credit: SEAKCC
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26
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14
27
Regulatory Compliance Tracking
Status OK
Status Warning
Status Warning
Questions?
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28
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.