HomeMy WebLinkAbout11-05-2025 Operations Committee Complete Agenda Packet
SPECIAL NOTICE
PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS
Operations Committee Meeting
Wednesday, November 5, 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: 400 187 688# 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!
October 29, 2025 NOTICE OF REGULAR MEETING
OPERATIONS COMMITTEE ORANGE COUNTY SANITATION DISTRICT
Wednesday, November 5, 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, November 5, 2025 at 5:00 p.m.
OPERATIONS COMMITTEE MEETING DATE
BOARD MEETING DATE
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
07/01/26 07/22/26
AUGUST DARK 08/26/26
09/02/26 09/23/26
10/07/26 10/28/26
* Meeting will be held on the third Wednesday of the month
ROLL CALL OPERATIONS COMMITTEE
Engineering and Operations & Maintenance
Meeting Date: November 5, 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
Bonnie Peat
Jamie Valencia Ryan Gallagher (Board Chair)
Jon Dumitru (Board Vice-Chair)
OTHERS
Mal Richardson, 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 10/1/2025 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 VACANT 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, November 5, 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, November 5, 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.
1.2025-4567APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Operations Committee held October 1,
2025.
Originator:Kelly Lore
Agenda Report
10-01-2025 Operations Committee Meeting Minutes
Attachments:
2.2025-4536INLET GATE ASSEMBLY REPLACEMENT AT PLANT NO. 2
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Misco Water for the purchase of one
Fontaine-Aquanox inlet gate assembly at Plant No. 2, for a total amount not to
exceed $178,261, plus applicable sales tax; and
B. Approve a contingency of $17,826 (10%).
Page 1 of 5
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 5, 2025
Originator:Riaz Moinuddin
Agenda ReportAttachments:
3.2025-4550QUARTERLY ODOR COMPLAINT REPORT
RECOMMENDATION:
Receive and file the Fiscal Year 2025-26 First Quarter Odor Complaint Report.
Originator:Riaz Moinuddin
Agenda Report
FY 2025-26 First Quarter Odor Complaint Report
Attachments:
4.2025-4551UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2,
PROJECT NO. PS24-03
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Services Agreement with Kleinfelder, Inc., to provide
engineering services for the Utility Tunnel Reliability Study at Plant No. 1 and
No. 2, Project No. PS24-03, for an amount not to exceed $961,548; and
B. Approve a contingency of $96,155 (10%).
Originator:Mike Dorman
Agenda Report
PS24-03 PSA
Attachments:
NON-CONSENT:
5.2025-4537INDUSTRIAL CLEANING SERVICES (RE-BID), SPECIFICATION NO.
S-2025-660BD-R
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract to Performance Pipeline Technologies
Inc., dba Sanitation Systems for Industrial Cleaning Services, Specification No.
S-2025-660BD-R, for a total amount not to exceed $3,521,625 for the period of
December 1, 2025, through November 30, 2026, with four (4) optional one-year
renewals; and
B. Approve an annual contingency of $352,163 (10%).
Originator:Riaz Moinuddin
Page 2 of 5
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 5, 2025
Agenda Report
General Services Contract, S-2025-660BD-R
Attachments:
6.2025-4539ON-CALL MAINTENANCE SERVICES FOR ELECTRICAL EQUIPMENT,
SPECIFICATION NO. S-2025-684BD
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract to IPS PowerServe to provide On-Call
Maintenance Services for Electrical Equipment, Specification No.
S-2025-684BD, for an annual total amount not to exceed $4,998,418 for a
one-year period with four (4) optional one-year renewals; and
B. Approve an annual contingency of $499,841 (10%).
Originator:Riaz Moinuddin
Agenda Report
General Services Contract, S-2025-684BD
Attachments:
7.2025-4578PROGRESSIVE DESIGN BUILD PROJECT AWARD RESOLUTION
RECOMMENDATION: Recommend to the Board of Directors to:
Adopt Resolution No. OC SAN 25-XX titled: “A Resolution of the Board of Directors of
the Orange County Sanitation District delegating authority to the General Manager to
execute amendments to Progressive Design-Build Contracts.”
Originator:Mike Dorman
Agenda Report
Proposed Resolution No. OC SAN 25-XX
Attachments:
8.2023-3182OCEAN OUTFALLS REHABILITATION, PROJECT NO. J-137
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a project budget increase of $10,500,000 for Ocean Outfalls
Rehabilitation, Project No. J-137, for a new total project budget of $110,500,000;
B. Award a Progressive Design-Build Contract with Aqueos Corporation to provide
Phase 1 progressive design-build services for Ocean Outfalls Rehabilitation,
Project No. J-137, for an amount not to exceed $16,130,000; and
C. Approve an upper limit for this Contract of $94,193,000, which includes
contingency.
Originator:Mike Dorman
Page 3 of 5
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 5, 2025
Agenda Report
J-137 Draft PDB Contract
Presentation
Attachments:
9.2025-4185SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-23
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Santa Ana Trunk
Sewer Rehabilitation, Project No. 1-23;
B. Approve a project budget increase of $9,600,000 for Santa Ana Trunk Sewer
Rehabilitation, Project No. 1-23, for a new total project budget of $65,400,000;
C. Award a Construction Contract Agreement to Steve P. Rados, Inc., for Santa
Ana Trunk Sewer Rehabilitation, Project No. 1-23, for a total amount not to
exceed $44,787,000; and
D. Approve a contingency of $4,478,700 (10%).
Originator:Mike Dorman
Agenda Report
1-23 Construction Contract Agreement
Presentation
Attachments:
10.2025-4186SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-23
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with Stantec
Consulting Services, Inc. to provide construction support services for Santa Ana
Trunk Sewer Rehabilitation, Project No. 1-23, for a total amount not to exceed
$2,700,000; and
B. Approve a contingency of $270,000 (10%).
Originator:Mike Dorman
Agenda Report
1-23 Draft PCSA
Presentation
Attachments:
INFORMATION ITEMS:
None.
Page 4 of 5
OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 5, 2025
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
At this time Directors may request staff to place an item on a future agenda.
ADJOURNMENT:
Adjourn the meeting until the Regular Meeting of the Operations Committee on December 3,
2025 at 5:00 p.m.
AFFIDAVIT OF PUBLICATION:
I hereby certify under penalty of perjury and as required by the State of California, Government Code §
54954.2(a), that the foregoing Agenda was posted online at www.ocsan.gov, in the lobby, and outside the main
door of Orange County Sanitation District Headquarters at 18480 Bandilier Cir. Fountain Valley, CA 92708 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.
/s/ Kelly A. Lore, MMC
Clerk of the Board
October 29, 2025
Page 5 of 5
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4567 Agenda Date:11/5/2025 Agenda Item No:1.
FROM:Robert Thompson, General Manager
Originator: Kelly A. Lore, Clerk of the Board
SUBJECT:
APPROVAL OF MINUTES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve minutes of the Regular meeting of the Operations Committee held October 1, 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:
·October 1, 2025 Operations Committee meeting minutes
Orange County Sanitation District Printed on 10/24/2025Page 1 of 1
powered by Legistar™
Orange County Sanitation District
Minutes for the
OPERATIONS COMMITTEE
Wednesday, October 1, 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 Vice Chair Bob Ooten on Wednesday, October 1, 2025 at 5:00
p.m. in the Orange County Sanitation District Headquarters. Mr. Ooten led the Pledge of
Allegiance.
ROLL CALL AND DECLARATION OF QUORUM:
A quorum was not initially established at 5:00 p.m.; the Committee proceeded with
Informational Item No. 9.
Assistant Clerk of the Board Tania Moore declared a quorum present as follows:
PRESENT:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan
Ryan Hernandez, Stephanie Klopfenstein, Lisa Landau, Tom
Lindsey, Robert Ooten, Vikesh Patel (Alternate) and Bonnie Peat
(Alternate)
ABSENT:Pat Burns, Carlos Leon and Jamie Valencia
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of
Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of
Environmental Services; Tania Moore, Assistant Clerk of the Board; Mo Abiodun; Jon
Bradley; Belen Carrillo; Jackie Castro; Sam Choi; Raul Cuellar; Don Cutler; Thys DeVries;
Martin Dix; Justin Fenton; John Frattali; Al Garcia; David Huag; Tom Meregillano; Nick
Oswald; Giti Radvar; Aldwin Ramirez; Valerie Ratto; Thomas Vu; Kevin Work; and Ruth
Zintzun were present in the Board Room.
OTHERS PRESENT: Mal Richardson, General Counsel was present in the Board Room.
Anni Larkins, Jacobs was present virtually.
INFORMATION ITEMS:
Board Vice Chair Jon Dumitru arrived at 5:03 p.m. during the informational item and quorum
was established. Directors Doug Chaffee and Lisa Landau arrived at 5:06 p.m.
9.ORANGE COUNTY SANITATION DISTRICT HUMAN RESOURCES
DEPARTMENT OVERVIEW
2025-4510
Page 1 of 7
OPERATIONS COMMITTEE Minutes October 1, 2025
Originator: Laura Maravilla
Director of Human Resources Laura Maravilla delivered a brief PowerPoint
presentation about the Human Resources Department, providing data on OC San ’s
employee statistics and workforce. The presentation included an overview of the
department, highlighting its key responsibilities in HR Operations, Employee and Labor
Relations, Risk Management, and Employee Development. She also provided an
overview of workforce planning and workplace safety, the Emergency Management
Team, and OC San’s physical security.
ITEM RECEIVED AS AN:
Information Item.
PUBLIC COMMENTS:
None.
Ms. Moore indicated that Late Communication pertaining to minor changes to the attachment
for Agenda Item No. 7 was received after the publication of the agenda and was distributed to
the Committee and made available to the public.
REPORTS:
Vice Chair Ooten did not provide any reports.
General Manager Rob Thompson announced that a Special Meeting of the Board of Directors
will be held on Friday, October 17, 2025 at 11:00 a.m. for the State of OC San.
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2025-4406
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Operations Committee held September
3, 2025.
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie
Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Vikesh Patel
(Alternate) and Bonnie Peat (Alternate)
NOES:None
ABSENT:Pat Burns, Johnathan Ryan Hernandez, Carlos Leon and Jamie
Valencia
ABSTENTIONS:None
Page 2 of 7
OPERATIONS COMMITTEE Minutes October 1, 2025
2.PROCUREMENT OF COOPER LSVB INTAKE MANIFOLDS 2025-4475
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Sole Source Purchase Order to Cooper Machinery Services LLS for
the procurement of two spare air intake manifolds for the Central Generation
engines at Plant No. 2, for a total amount not to exceed $232,734, including
applicable sales tax & freight; and
B. Approve a contingency of $23,274 (10%).
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie
Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Vikesh Patel
(Alternate) and Bonnie Peat (Alternate)
NOES:None
ABSENT:Pat Burns, Johnathan Ryan Hernandez, Carlos Leon and Jamie
Valencia
ABSTENTIONS:None
3.PLANT NO. 2 MAIN SEWAGE PUMP #7 OVERHAUL 2025-4476
Originator: Riaz Moinuddin
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Sole Source Purchase Order SSJ#2889 to Bender CCP, Inc. for the
overhaul of Main Sewage Pump #7 at Plant No. 2, for a total amount not to
exceed $270,942, including applicable sales tax and freight; and
B. Approve a contingency of $27,095 (10%)
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie
Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Vikesh Patel
(Alternate) and Bonnie Peat (Alternate)
NOES:None
ABSENT:Pat Burns, Johnathan Ryan Hernandez, Carlos Leon and Jamie
Valencia
ABSTENTIONS:None
Page 3 of 7
OPERATIONS COMMITTEE Minutes October 1, 2025
4.ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENT,
CONTRACT NO. FE18-00-03
2025-4511
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Approve an increase of $70,000 to the Professional Design Services Agreement No.
FE18-00-03, annual compensation limit with Dudek for a total amount not to exceed
$670,000 per year.
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie
Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Vikesh Patel
(Alternate) and Bonnie Peat (Alternate)
NOES:None
ABSENT:Pat Burns, Johnathan Ryan Hernandez, Carlos Leon and Jamie
Valencia
ABSTENTIONS:None
5.PIPELINE UTILITY EASEMENT CLEAN UP IN HUNTINGTON BEACH,
PROJECT NO. FE23-07
2025-4176
Originator: Mike Dorman
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Receive and file Bid Tabulation and Recommendation for Pipeline Utility
Easement Clean Up in Huntington Beach, Project No. FE23-07;
B. Award a Construction Contract to Metrocell Construction, Inc., for Pipeline Utility
Easement Clean Up in Huntington Beach, Project No. FE23-07, for a total
amount not to exceed $2,863,255; and
C. Approve a contingency of $286,326 (10%).
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie
Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Vikesh Patel
(Alternate) and Bonnie Peat (Alternate)
NOES:None
ABSENT:Pat Burns, Johnathan Ryan Hernandez, Carlos Leon and Jamie
Valencia
ABSTENTIONS:None
Page 4 of 7
OPERATIONS COMMITTEE Minutes October 1, 2025
NON-CONSENT:
Director Johnathan Ryan Hernandez arrived at 5:34 p.m.
6. PROGRESSIVE DESIGN BUILD PROJECT AWARD AUTHORIZATION 2025-4465
Originator: Mike Dorman
Director of Engineering Mike Dorman introduced Engineering Manager Don Cutler who
provided a PowerPoint presentation on the Progressive Design-Build (PDB) Project
Award Authorization, which covered design-bid-build vs. progressive design-build, the
program framework, the rubric screening tool, the upcoming initial PDB project for
2025, early start or procurement activities, the PDB contract award – delegate General
Manager authority, and a secondary board action for budget adjustment.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Develop a Resolution of the Board of Directors for future consideration that will delegate
to the General Manager the ability to amend contracts of selected design-builders, after
the total Progressive Design-Build contract amount and initial Phase 1 Design contract
are approved by the Board.
AYES: Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan
Ryan Hernandez, Stephanie Klopfenstein, Lisa Landau, Tom
Lindsey, Robert Ooten, Vikesh Patel (Alternate) and Bonnie Peat
(Alternate)
NOES:None
ABSENT:Pat Burns, Carlos Leon and Jamie Valencia
ABSTENTIONS:None
7. ENGINEERING DEPARTMENT STAFFING PLAN 2025-4498
Originator: Mike Dorman
Mr. Dorman provided a presentation on the Engineering Department’s Staffing Plan.
The presentation covered the history of supplemental staffing, it's current supplemental
staffing levels, the General Manager’s FY 2025–26 Work Plan Goal, the benefits of
in-house staff, and the need for additional OC San staff to deliver the planned program.
He also provided an overview of the Engineering Department, a project defining
process, a 20-year net CIP (FY 25–26 Budget), a graph highlighting the growth in small
project workload, a 10-year project staff forecasted workload (as of September 2025),
graphs illustrating the projected 10-year workload across Divisions 750 (project
management), 760 (design) and 770 (construction management), the proposed shift in
staffing levels, organizational charts for Divisions 740 (planning), 750 (project
management), 760 (design), and 770 (construction management), projected neutral
staffing costs, the implementation plan, and the recommendation.
Page 5 of 7
OPERATIONS COMMITTEE Minutes October 1, 2025
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Direct the General Manager to shift staffing from the current Supplemental Engineering
Services model toward a direct hiring model to support the existing Capital
Improvement Program execution, and implement the plan over four years through the
normal budget process.
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan
Ryan Hernandez, Stephanie Klopfenstein, Lisa Landau, Tom
Lindsey, Robert Ooten, Vikesh Patel (Alternate) and Bonnie Peat
(Alternate)
NOES:None
ABSENT:Pat Burns, Carlos Leon and Jamie Valencia
ABSTENTIONS:None
8.SALE OF EXCESS POWER 2025-4515
Originator: Riaz Moinuddin
Director of Operations and Maintenance Riaz Moinuddin provided a brief report of the
item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Authorize the General Manager to enter into an agreement to sell power, in a form
approved by General Counsel, with a qualified power purchaser for excess power
produced at Plant No. 2.
AYES:Joyce Ahn, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan
Ryan Hernandez, Stephanie Klopfenstein, Lisa Landau, Tom
Lindsey, Robert Ooten, Vikesh Patel (Alternate) and Bonnie Peat
(Alternate)
NOES:None
ABSENT:Pat Burns, Carlos Leon and Jamie Valencia
ABSTENTIONS:None
DEPARTMENT HEAD REPORTS:
Mr. Thompson thanked the Committee for their patience and direction on the two policy items
presented, and expressed the intent to ensure the correct philosophy was brought forward to
solicit Committee input prior to bringing forward future contracts and resolutions for
consideration.
CLOSED SESSION:
None.
Page 6 of 7
OPERATIONS COMMITTEE Minutes October 1, 2025
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
None.
ADJOURNMENT:
Vice Chair Ooten declared the meeting adjourned at 6:10 p.m. to the next Regular Operations
Committee meeting to be held on Wednesday, November 5, 2025 at 5:00 p.m.
Submitted by:
_____________________
Tania Moore, CMC
Assistant Clerk of the Board
Page 7 of 7
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4536 Agenda Date:11/5/2025 Agenda Item No:2.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
INLET GATE ASSEMBLY REPLACEMENT AT PLANT NO. 2
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
A. Approve a Sole Source Purchase Order to Misco Water for the purchase of one Fontaine-
Aquanox inlet gate assembly at Plant No. 2, for a total amount not to exceed $178,261, plus
applicable sales tax; and
B. Approve a contingency of $17,826 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)Bar Screen Facility at Plant No.2 Headworks was
constructed under Project No.P2-66 in 2012.The facility includes six inlet gates that isolate and
divert flows into the corresponding six bar screens.After completion of Project No.P2-122 in 2022,
flows at the Bar Screen Facility were split into two streams:non-reclaimable and reclaimable.Non-
reclaimable flows are diverted to inlet gates/bar screens 1,2,and 3;reclaimable flows are directed to
inlet gates/bar screens 4, 5, and 6.
RELEVANT STANDARDS
·Maintain a proactive asset management program
·24/7/365 treatment plant reliability
·Meet volume and water quality needs for the GWRS
PROBLEM
The Plant No.2 Bar Screen No.4 inlet gate provides upstream flow isolation and diversion to bar
screen 4. The gate assembly is no longer functional and needs replacement.
PROPOSED SOLUTION
Approve a Sole Source Purchase Order to Misco Water,for the direct replacement of inlet gate 4
assembly.
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File #:2025-4536 Agenda Date:11/5/2025 Agenda Item No:2.
TIMING CONCERNS
Due to the criticality of this process area,timely procurement and installation of the replacement gate
are essential to ensure operational readiness and reliably support volume and water quality needs for
the GWRS.
RAMIFICATIONS OF NOT TAKING ACTION
Timely replacement of the inlet gate assembly is needed to maintain reliable operations of Bar
Screen No. 4 and to reliably support water quality needs of GWRS.
PRIOR COMMITTEE/BOARD ACTIONS
February 2021 -Approved the addition of Fontaine-Aquanox to the pre-approved OEM (Original
Equipment Manufacturer) Sole Source List.
ADDITIONAL INFORMATION
Misco Water is the sole authorized service vendor for OC San’s Fontaine-Aquanox gate assemblies.
A 10%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,Repairs &Maintenance,Page 33)and the budget is sufficient
for the recommended action.
Date of Approval Contract Amount Contingency
11/05/2025 $178,261 $17,826 (10%)
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 #:2025-4550 Agenda Date:11/5/2025 Agenda Item No:3.
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 2025-26 First Quarter Odor Complaint Report.
BACKGROUND
During the first quarter of FY 2025-26,the Orange County Sanitation District (OC San)had the
following attributable odor complaints:Plant No.1 had one odor complaint,Plant No.2 had zero
odor complaints,and the collection system had four odor complaints.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 at each
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 2025-26 First Quarter Odor Complaint Report
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Orange County Sanitation District
Odor Complaint Report
Fiscal Year 2025/26 – 1st Quarter
1.Plant No. 1 Reclamation Facility Odor Complaint Summary
Plant No. 1 received one attributable odor complaint during the 1st quarter. The source of the odor was
traced to maintenance activities involving the trickling filter fans. In response, coordinated plans have
been developed with the operations and maintenance teams to mitigate and prevent future odor issues.
2.Plant No. 2 Reclamation Facility Odor Complaint Summary
Plant No. 2 received no attributable odor complaints during the 1st quarter.
3.Collections Facilities Odor Complaint Summary
The collection system received four attributable odor complaints during the 1st quarter. All attributable
complaints originated in the City of Newport Beach. The source of the foul odor was traced to
pressurization and sewer ventilation escaping from the wetwell hatches at the 15th Street Pump
Station. In response, the hatch locking mechanisms have been replaced, and the hatches have
been sealed to reduce sewer odor and prevent further complaints.
All Odor Complaints Tracking
Jul. 2025 to Sep. 2025
1st Qtr
FY
25/26
2nd Qtr
FY
25/26
3rd Qtr
FY
25/26
4th Qtr
FY
25/26
Cumulative
FY 25/26
All Public
Complaints Collections P1 P2 Total Total Total Total Total
Attributable
to OC San 4 1 0 5 5
Not
Attributable
to OC San
8 4 3 15 15
Total Public
Complaints
Received:
12 5 3 20 20
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4551 Agenda Date:11/5/2025 Agenda Item No:4.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2, PROJECT NO. PS24-03
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A.Approve a Professional Services Agreement with Kleinfelder, Inc., to provide engineering
services for the Utility Tunnel Reliability Study at Plant No. 1 and No. 2, Project No. PS24-03,
for an amount not to exceed $961,548; and
B.Approve a contingency of $96,155 (10%).
BACKGROUND
The Orange County Sanitation District (OC San)has been seismically evaluating existing structures
starting with the Seismic Evaluation of Structures at Plant Nos.1 and 2,Project No.PS15-06,in
2019.Project No.PS15-06 prioritized the evaluation of critical,occupied structures and led to
various current and future improvements to improve operational resilience and safety.OC San has
continued with similar evaluations of other structures and process facilities through other studies to
facilitate planning efforts.Utility tunnels located throughout both plants have not yet been seismically
evaluated.These tunnels are critical to proper process operations as they serve as corridors for
process piping, utilities, and electrical cables.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Commitment to safety & reducing risk in all operations
·Protect OC San assets
PROBLEM
The utility tunnels were constructed over time as the treatment facilities expanded with some tunnels
now more than 50 years old.The tunnels were built based on the building code at the time of
construction.Seismic standards have changed significantly over time and generally did not provide
the same level of seismic resilience as modern requirements.In addition,some tunnels show signs
of deterioration due to their age and have potential operational risks such as flooding.A failure of theOrange County Sanitation District Printed on 10/29/2025Page 1 of 4
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File #:2025-4551 Agenda Date:11/5/2025 Agenda Item No:4.
of deterioration due to their age and have potential operational risks such as flooding.A failure of the
utility tunnel system could compromise the ability to effectively treat wastewater.
PROPOSED SOLUTION
Conduct a Planning Study to identify utility tunnel structural deficiencies and reliability risks
throughout Plant No. 1 and No. 2 and develop recommendations for appropriate improvements.
TIMING CONCERNS
Delaying the study will delay any future projects to improve tunnel reliability.
RAMIFICATIONS OF NOT TAKING ACTION
If reliability improvements are not planned,the tunnels will continue to age and be at greater risk for
condition and seismic related failures.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Consultant Selection:
OC San requested and advertised for proposals for the Utility Tunnel Reliability Study for Plant Nos.
1 and 2,Project No.PS24-03 on April 29,2025.The following evaluation criteria were described in
the Request for Proposals (RFP) and used to determine the most qualified Consultant.
CRITERION WEIGHT
Project Understanding and Approach 40%
Related Project Experience 25%
Project Team and Staff Qualifications 35%
Three proposals were received on June 23,2025,and evaluated in accordance with the evaluation
process set forth in OC San’s Purchasing Ordinance OC SAN-61 by a pre-selected Evaluation Team
consisting of the following OC San staff:Senior Engineer,Associate Engineer,and Maintenance
Manager.
The Evaluation Team also included one non-voting representative from the Contracts Administration
Division and one non-voting technical advisor.
The Evaluation Team scored the proposal on the established criteria as summarized in the table
below:
Firm Approach
(Max 40)
Related
Experience
(Max 25)
Team
(Max 35)
Total Score
(Max 200)
1 Kleinfelder, Inc.32 20 28 80
2 Simpson Gumpertz &
Heger
29 18 23 70
3 Walter P. Moore and
Associates, Inc.
27 15 21 63
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Firm Approach
(Max 40)
Related
Experience
(Max 25)
Team
(Max 35)
Total Score
(Max 200)
1 Kleinfelder, Inc.32 20 28 80
2 Simpson Gumpertz &
Heger
29 18 23 70
3 Walter P. Moore and
Associates, Inc.
27 15 21 63
Based on the evaluation results,there was a clear natural break in the scores between the highest
scoring proposer and the other proposers.Therefore,the Evaluation Team did not deem it necessary
to conduct interviews.
The selected team (Kleinfelder,Inc.)presented a clear description of the approach and demonstrated
understanding of the scope of work,with exhibits identifying their approach for both plants.Their
proposal also included a project schedule that meets OC San’s timeline.In addition,their technical
proposal was well written and showed a good understanding of OC San’s expectations and the effort
required to prepare a successful planning study.Furthermore,the experience of the proposed team
aligns with the needs of the project, was well organized, and included all disciplines.
Review of Fee Proposal and Negotiations:
Proposals were accompanied by sealed fee proposals.In accordance with the Purchasing
Ordinance,the fee proposal of only the highest-ranked firm was opened after the Director of
Engineering approved the Evaluation Committee’s recommendation.
Staff conducted negotiations with Kleinfelder,Inc.,to clarify the requirements of the scope of work,
the assumptions used for the estimated level of effort,and the proposed approach to meet the goals
and objectives for the project.These discussions occurred over three negotiation meetings with the
main outcome listed below:
·The level of effort was reduced by combining concrete testing cores for concrete
strength and rebar corrosion, which reduced the number of cores originally estimated:
Original Fee
Proposal
Negotiated Fee
Total Hours 4,804 4,032
Total Fee $1,186,565 $961,548
The Consultant’s fringe and overhead costs,which factor into the billing rate,have been
substantiated.The contract profit is 9.07%,which is based on OC San’s established formula for
standard design agreements.
Based on the above,staff has determined that the final negotiated fee is fair and reasonable for the
level of effort required for this project and recommends award of the Professional Services
Agreement to Kleinfelder, Inc.
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CEQA
The Project Study is exempt from CEQA under California Code of Regulations Title 14 Section 15306
Information Collection and Section 15262 Feasibility and Planning Studies.
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has
been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 53,Planning Studies Program (M-
Studies) and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Professional Services Agreement
CQ:ab:op
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PSA PROJECT NO. PS24-03
Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
Page 1 of 19
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 19th day of November, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and
KLEINFELDER, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Utility Tunnel Reliability Study at Plant No. 1 and No. 2, Project No. PS24-03, to provide professional services for the study of seismic, structural and flooding mitigation improvements of Plant Nos. 1 and 2 utility tunnel system; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services
and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and
WHEREAS, at its regular meeting on November 19, 2025 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows:
1. SCOPE OF WORK
CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment “A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws,
regulations, codes, industry standards, and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants.
B. CONSULTANT is responsible for the quality of work prepared under this
Agreement and shall ensure that all work is performed to the ordinary industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in
PSA PROJECT NO. PS24-03
Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
Page 2 of 19
writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of
work submitted (i.e., correct references, terms, capitalization, or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project
Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using OC SAN CAD Manual. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall conform to OC SAN specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance
written approval of OC SAN.
Electronic files shall be subject to an acceptance period of thirty (30) calendar days during which OC SAN shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors
detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes
publicly known to the CONSULTANT other than through disclosure by OC SAN.
2. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions:
A. Total Compensation
Total compensation shall be in an amount not to exceed Nine Hundred Sixty-One Thousand Five Hundred Forty-Eight Dollars ($961,548). 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.
PSA PROJECT NO. PS24-03
Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
Page 3 of 19
B. Labor As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
C. Overhead As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee Proposal.
D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or
subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees.
As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment “K” – Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal.
F. Direct Costs OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of
permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior
PSA PROJECT NO. PS24-03
Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
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approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for
reimbursement of these amounts, see Attachment “D” - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment,
test equipment and tooling and other materials and services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment information.
H. Reimbursable Direct Costs OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this Agreement. The reimbursement of the above-
mentioned expenses will be based on an “accountable plan” as considered by 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.
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Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
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Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are
appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed seventy-five percent (75%) of
the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement.
3. REALLOCATION OF TOTAL COMPENSATION
OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased.
4. PAYMENT
A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or
revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions.
B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by OC SAN. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, 3) future activities, 4) previous billing period “total invoiced to date”, 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7)
percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN.
OC SAN will notify CONSULTANT within fifteen(15) days following receipt of an invoice, if any corrections to the invoice are required from the CONSULTANT and if OC SAN does not approve all or part of an invoice. OC SAN will pay
PSA PROJECT NO. PS24-03
Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
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approved invoices within thirty (30) days of receipt and approval by OC SAN of the payment request.
If OC SAN determines that the work under this Agreement, or any specified task hereunder, is incomplete and that the amount of payment is in excess of:
i. The amount considered by OC SAN’s Director of Engineering to be
adequate for the protection of OC SAN; or ii. The percentage of the work accomplished for each task.
OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which ensures that the total amount paid to that date does not
exceed the percentage of the completed work for each task or the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above.
Said profit payment request shall be proportionate to the work actually accomplished to date on a per task basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior
payment, or in the event of a delay in the work progress for any reason, OC SAN shall have the right to withhold any scheduled proportionate profit payment.
D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work.
E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all payment
claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein.
F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble
damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants.
A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN;
PSA PROJECT NO. PS24-03
Revised 050625 UTILITY TUNNEL RELIABILITY STUDY AT PLANT NO. 1 AND NO. 2
Page 7 of 19
or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after
discovery of the false claim.
5. PREVAILING WAGES
To the extent CONSULTANT intends to utilize employees who will perform work during
the Agreement, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.
6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section
1771.4, the work is subject to compliance monitoring and enforcement by the DIR.
B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall
submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776.
C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e).
7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE
A. Ownership of Documents for the professional services performed.
All documents in all forms (electronic, paper, etc.), including, but not limited to,
studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these
documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. 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.
8. INSURANCE A. General
i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State
Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below
“B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. If aggregate limits apply separately to this Agreement (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) 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
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clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or
employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages
related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. 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. D. 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. E. 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.
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F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional liability / errors and omissions insurance coverage with coverage limits of not less than Two Million Dollars ($2,000,000) in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) 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 or omissions 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. G. 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. 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 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 a reasonable amount of time upon receipt of such
notice or acquisition of such knowledge. Additionally, the CONSULTANT is
required to notify OC SAN in writing of any change in the terms of insurance,
including reduction in coverage or increase in deductible/SIR, within a reasonable
amount of time upon 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. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the
CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses.
N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not
deplete any policy limits. O. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work.
9. SCOPE CHANGES
In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an Amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but
not limited to, any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems.
10. PROJECT TEAM AND SUBCONSULTANTS
CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION.
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There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN.
11. ENGINEERING REGISTRATION
The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is
not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California.
12. AUDIT PROVISIONS
A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents, and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records,
documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be
incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified
employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data.
13. LEGAL RELATIONSHIP BETWEEN PARTIES
The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent
contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and
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termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation,
workers’ compensation and similar matters.
14. NOTICES
All notices hereunder and communications regarding the interpretation of the terms of
this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Yai Phongmekhin, Contracts Administrator Copy: Carmen Quan, Project Manager CONSULTANT: KLEINFELDER, INC.
24411 Ridge Route Drive Suite 225 Laguna Hills, CA 92653
Attention: Bryan Webb, Project Manager All communication regarding the Scope of Work, will be addressed to the Project
Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT.
15. TERMINATION
OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination.
CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due.
Notice of termination shall be mailed to OC SAN at the address listed in Section 14 -
NOTICES.
16. DOCUMENTS AND STUDY MATERIALS
The documents and study materials for this Project shall become the property of
OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this
Agreement, which is requested in writing by OC SAN.
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17. COMPLIANCE
A. Labor
CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does
not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment.
B. Air Pollution CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. 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.
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.
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18. AGREEMENT EXECUTION AUTHORIZATION
Both OC SAN and CONSULTANT do covenant that each individual executing this
document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party.
19. DISPUTE RESOLUTION
In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services.
20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS
If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled.
21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards defined herein as that level of care and skill ordinarily exercised by other members of CONSULTANT’s profession practicing in the same locality under similar conditions and at the date the Services are provided (Standard of
Care). If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are
necessary to correct or complete the noted deficiency(ies).
22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s
general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in
carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants,
subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from:
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(A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor
anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder.
CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not
be employed in the interpretation of this Agreement.
23. DUTY TO DEFEND
The duty to defend hereunder is wholly independent of and separate from the duty to
indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without
regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
Notwithstanding any of the foregoing, and with respect to professional liability claims
only, CONSULTANT shall not have any upfront duty to defend and shall satisfy any defense obligation at the time of judgment, award or settlement by paying a share of the defense costs incurred by the indemnified party in a proportionate amount equal to
CONSULTANT’s fault or liability. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or
earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.
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24. 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.
25. CLOSEOUT
When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost.
CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final
Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for
final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance.
26. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
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IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written
above. CONSULTANT: KLEINFELDER, INC.
By _______________________________ _________________ Date
__________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT
By _______________________________ _________________
Ryan P. Gallagher Date
Board Chairman
By _______________________________ _________________ Kelly A. Lore Date Clerk of the Board By _______________________________ _________________ Kevin Work Date
Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work
Attachment “B” – Not 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” – Cost Matrix and Summary Attachment “J” – Not Attached Attachment “K” – Minor Subconsultant Hourly Rate Schedule Attachment “L” – Contractor Safety Standards
Attachment “M” – Not Attached Attachment “N” – Not Attached Attachment “O” – Not Attached
Attachment “P” – Human Resources Policies
YP
ATTACHMENT “A”
SCOPE OF WORK
PS24-03 – Utility Tunnel Reliability Study at Plant No. 1 and No. 2 SOW
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ATTACHMENT "A" SCOPE OF WORK
Utility Tunnel Reliability Study at Plant No.1 and No. 2 PS24-03
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TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................... 3
II. BACKGROUND, GENERAL PROJECT DESCRIPTION, AND OBJECTIVES ................... 3
BACKGROUND ............................................................................................................ 3 GENERAL PROJECT DESCRIPTION .......................................................................... 3 PROJECT OBJECTIVES .............................................................................................. 3 COORDINATION WITH OTHER PROJECTS ............................................................... 4
III. PROJECT SCHEDULE ....................................................................................................... 4
IV. PROJECT EXECUTION ...................................................................................................... 5
Task 1 – Data Collection/Field Investigation ............................................................. 5 Task 2 – Structural Integrity, Seismic Analysis and Recommendations................. 6 Task 3 – Flooding Mitigation Analysis ....................................................................... 7 Task 4 – CIP Project Development ............................................................................. 7 Task 5 – Utility Tunnel Relibility Study at Plant No. 1 and No. 2 .............................. 8 Task 6 - Project Management ..................................................................................... 8 Task 6.1 Project Management Progress Meetings ............................................. 8 Task 6.2 Project Schedule ................................................................................. 8 Task 6.3 Project Logs ........................................................................................ 9 Task 6.4 Progress Reports ................................................................................ 9 Task 6.5 Project Invoices ..................................................................................10 Task 7 – Meetings and Workshops ...........................................................................10 Task 8 - Quality Control .............................................................................................11
V. GENERAL REQUIREMENTS ............................................................................................12
GENERAL ...................................................................................................................12
VI. STAFF ASSISTANCE ........................................................................................................13
EXHIBITS: ...............................................................................................................................14
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I. SUMMARY
This scope of work requests engineering services for the project as described herein to perform an engineering study.
II. BACKGROUND, GENERAL PROJECT DESCRIPTION, AND OBJECTIVES
BACKGROUND
The Orange County Sanitation District (OC SAN) operates and maintains two treatment facilities (Plant Nos. 1 and 2). The treatment facilities are supported by several below ground utility tunnels located throughout both Plant No. 1 and Plant No. 2.
The main purpose of the utility tunnel system at each plant is to house the process piping that interconnects the different wastewater treatment processes and the utilities needed to support these processes. The utilities include wet utilities (such as plant water and potable water) and
dry utiltiies (such as electrical cable trays/conduits with conductors, compressed air piping, natural gas piping). In addition, the tunnels play an important role in housing critical assets.
The construction of the utility tunnels has spanned over several decades and some of the
tunnels were built over 50 years ago. The existing foundations of the utility tunnels are not on piles and may not be deep enough to mitigate agianst liquefaction or seismic events. In addition, there are many areas within the tunnel system at both plants with visible signs of cracking, deteriation, spallling, rebar staining, settling and/or ponding.
Over the years there have been flood events in the utility tunnels. Some of these events have been caused by storms and others have been the result of pipe ruptures. In some instances, the existing sump pump systems did not receive the flow and in other instances the sump pumps systems that received the flow did not have the capacity to remove it in a timely manner.
In 2019, the Seismic Evaluation of Structures at Plant No. 1 and Plant No. 2 was completed under Project No. PS15-06. This study focused on evaluating the seimic vulnerability of select structures but did not include the utility tunnels.
GENERAL PROJECT DESCRIPTION
This study will evaluate and recommend seismic, structural and flooding mitigation improvements required to make the tunnels resilient and reliable for the next 30 years. The study recommendations will define the major project elements for future capital improvement projects (CIP) for the utility tunnels. This project does not include evaluation of the utilities, utility supports, ventilation or instrumentation, including any seismic considerations.
PROJECT OBJECTIVES
• Define structural deficiencies within the utility tunnels at Plants No. 1 and No. 2 by performing field investigations and condition assessments.
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• Perform seismic and structural evaluation of the utility tunnels at Plants No. 1 and No. 2 and develop retrofit structural recommendations to mitigate against seismic events and make them structurally sound and safe.
• Develop a flood mitigation plan for the utility tunnels at Plants No. 1 and No. 2.
• Develop the plan to implement the utility tunnel reliability recommendations as part of OC SAN’s CIP program.
COORDINATION WITH OTHER PROJECTS
The following projects may impact or require coordination with this project:
1. P2-128, Digester Replacement at Plant No. 2
2. J-124, Digester Gas Facilities Rehabilitation
3. P1-140, Activated Sludge-1 Rehabilitation at Plant No. 1
4. P2-98A, A-Side Primary Clarifiers Replacement at Plant No. 2
5. P1-126, Primary Sedimentation Basins No. 3-5 Replacement at Plant No.1
III. PROJECT SCHEDULE
Table 1 contains the time frames associated with each major project deliverable and with OC SAN’s review and approval of those deliverables. CONSULTANT shall comply with the deadlines indicated in that table.
Table 1 – Project Milestones and Deadlines
MILESTONE DEADLINE
Kickoff Meeting Within 10 working days from Notice to Proceed (NTP)
Data Collection/Field Investigation Draft
TechnicalMemorandum
Within 120 workdays from NTP
Structural Integrity, Seismic Analysis and Recommendation Draft Technical Memorandum
Within 155 workdays from NTP
Flood Mitigation Analysis Draft Technical Memorandum Within 150 workdays from NTP
Implementation Plan Draft Technical
Memorandum
Within 235 workdays from NTP
OC SAN Review of draft Technical Memoranda 15 workdays from receipt of each draft Technical Memoranda
Final Technical Memoranda Within 10 workdays from receipt of OC San’s comments on draft TMs
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Table 1 – Project Milestones and Deadlines
MILESTONE DEADLINE
Submit Draft Project Study 280 workdays from NTP
OC SAN Review of draft Project Report 20 workdays from receipt of draft Project Report
Submit Final Project Study 320 workdays from NTP
OC SAN will consider an alternative CONSULTANT-proposed schedule, provided it is consistent with OC SAN resources and schedule constraints and adds value to OC SAN.
IV. PROJECT EXECUTION
TASK 1 – DATA COLLECTION/FIELD INVESTIGATION
1. CONSULTANT shall review all relevant existing documentation for both Plants. This information includes, but is not limited to the following:
- Geotechnical Reports
- Job Index Maps & Relevant Project Documents (Design Documents, Record Drawings & Specifications for Tunnels and adjacent Structures).
- Prior Planning Studies: PS15-06 and PS17-03
- Current Planning Studies: PS23-06
- Fault Boundary Updates: P2-128, P2-138
2. Conduct a comprehensive condition assessment to determine tunnel structural reliability and rehabilitation requirements:
a. Interview Operations, Maintenance and Asset Engineering for known problem areas at each Plant. Prepare exhibits and presentations needed to facilitate the interview process and document the findings in the meeting notes.
b. Conduct site visits at each Plant to document tunnel existing conditions and
visually check information from interviews and record drawings. In addition, document location and size of pipes marked to be abandoned and document the location of any structural supports that may be compromised based on visual
inspection.
c. Field testing:
i. Conduct structural testing, obtain up to 100 concrete cores across 33
locations, including repair and grouting of areas cored (see fee proposal for suggested lab testing for samples).
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ii. Conduct non-destructive corrosion testing (NDT) of rebar in areas where there is physical evidence of possible corrosion. It is assumed these
areas of interest will overlap with the areas requiring concrete coring and will leverage the NDT in these critical locations.
iii. Incorporate findings in TM 1 and include test results as one of the
attachments to TM 1.
3. For each Plant, create a tunnel inventory document linked to a map with the tunnels to document findings, issues and approximate location within each corresponding tunnel.
4. For each Plant, summarize the prior evaluations and findings relevant to this study and any data gaps that would prevent execution of this Work.
TASK 1 Deliverables:
1. Data Collection/Filed Investigation Technical Memorandum summarizing work performed and findings. 2. Tunnel inventory document for Plant No. 1. 3. Tunnel inventory document for Plant No. 2. TASK 2 – STRUCTURAL INTEGRITY, SEISMIC ANALYSIS AND RECOMMENDATIONS
1. Using the results of Task 1, develop and document the design criteria for the seismic and structural evaluation of the utility tunnels at each of the two Plants. Also identify the
applicable building codes for the project (considering the approximate time when the design was performed). The approach for analysis will be to pair similar tunnel structures for analysis. The tunnels will be grouped into up to ten (10) typical tunnel conditions,
representative of tunnel conditions across Plant No. 1 and No. 2. These ten base conditions will be used for seismic evaluations, modeling, and recommended improvement alternatives.
2. Conduct seismic modeling, determine seismic risk and prepare alternatives for seismic mitigation of the tunnels at both Plants. The seismic and structural evaluation needs to consider ground shaking, liquefaction, lateral spreading and fault rupture. The fault rupture assessment applies to the tunnels at Plant No. 2.
3. Determine likelihood of failure (LoF) for each tunnel based on structural condition, age, and seismic risk.
4. Determine the structural reliability rehabilitation and repairs requried to preserve structural integrity and extend useful life to add at least 30 additional years of reliability.
5. Evaluate seismic retrofit alternatives and provide seismic mitigation recommendations based on criteria defined by the Project which shall include construction cost estimates (Level 4) and implementation/construction risk.
TASK 2 Deliverables:
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1. Structural Integrity, Seismic Analysis and Recommendation Technical Memorandum summarizing work performed, seismic/structural analysis, alternatives analysis and
recommendations. TASK 3 – FLOODING MITIGATION ANALYSIS
1. Identify flood prone areas (low spots or settling of tunnel floors). Determine the capacity of existing tunnel drainage and sump pump system.
2. Determine the proper design criteria to prevent flooding/ponding during a rain storm
event or pipe failure event.
3. Develop recommendations and improvements needed to properly drain the tunnels during a significant rain event or catastrophic pipe failures. Develop a construction cost
estimate (Level 4) for the chosen recommendations and improvements.
TASK 3 Deliverables:
1. Flooding Mitigation Technical Memorandum. TASK 4 – CIP PROJECT DEVELOPMENT
Under this task, the CONSULTANT shall develop a Capital Improvement Program (CIP) project plan for the Utility Tunnel Reliability for Plants No. 1 and No. 2. The timing and scope elements shall be based on the recommendations in Tasks 2 and 3. This effort includes preparing the
construction cost estimate for each of the projects recommended (Class 4 estimate as defined by the AACE, Association for the Advancement of Cost Engineering). The CIP project plan development shall include a high level construction schedule assuming the standard design-bid-
build approach.
Based on the study results of Task 1, 2, and 3, the CONSULTANT shall develop the descriptions of the recommended project(s) and phase(s) to construct the proposed projects at
Plant Nos. 1 and 2, including an implementation plan.
Up to four (4) programmatic CIPs, and associated costs will be developed under this project.
OC SAN Tunnels CIPs:
1. Full NASSCO PACP/MACP tunnel condition assessment program.
2. Flood Mitigation Program
a. Flood and drainage civil improvements
b. Sump pump system improvements
3. Seismic Retrofit Upgrade Program
a. Phase 1 (Plant No. 1 and No. 2)
b. Phase 2 (Plant No. 1 and No. 2)
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c. Phase 3 (Plant No. 1 and No. 2)
4. Updates to the Operations, Maintenance and Emergency Response Plan.
Task 4 Deliverables: 1. Project Implementation Technical Memorandum
TASK 5 – FINAL STUDY REPORT
Upon completion and acceptance of the technical memoranda, the CONSULTANT shall compile
all the Technical Memorandums into a draft Utility Tunnel Reliability Study at Plants No. 1 and No. 2 report with an executive summary for distribution and review. The CONSULTANT shall address all OC SAN staff comments to the Draft Technical Memorandums in a final report.
The final Study shall include all the materials listed in the draft Study, but reflect the final comments received during the review of the draft Study. Please note that one single pdf must be delivered for the final Study that contains the entire report document.
Task 5 Deliverables: 1. Draft and Final Tunnel Reliability Study Report at Plants No. 1 and No. 2
TASK 6 - PROJECT MANAGEMENT
CONSULTANT shall be responsible for managing CONSULTANT’s project execution, schedule,
budget, and coordination with other projects. The CONSULTANT shall be responsible for managing all subconsultants, including the assignment of scope, management of deliverables and schedules, reporting of progress, invoicing, and quality control.
Meeting agendas and minutes, Technical Memoranda, Reports, Appendices, etc. shall be delivered to OC SAN in a pdf version and native electronic version.
TASK 6.1 PROJECT MANAGEMENT PROGRESS MEETINGS
CONSULTANT shall prepare an agenda and conduct monthly project management meetings with OC SAN’s Project Manager and the CONSULTANT’s Project Manager. The purpose of the meetings will be to review CONSULTANT’s overall project progress and monthly Progress Report. Other meetings shall be scheduled on an as-needed basis.
TASK 6.2 PROJECT SCHEDULE
CONSULTANT shall create a detailed project schedule. The schedule shall include milestones for all dates listed in Section III – Project Schedule. The schedule shall be based on the same work breakdown structure used for estimating earned value as described in “Progress Reports” above. Schedule updates shall be submitted with the monthly Progress Report.
At a minimum, the schedule shall indicate the following:
• Projected start date and finish date for each activity
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• Each project task and subtask in the WBS with predecessors and successors
• Major meetings and workshops
• Physical percent complete for each activity in the WBS and percent complete by Task
CONSULTANT shall prepare planned, actual and earned value curves for the Baseline Schedule and for monthly updates. Monthly updates shall also include Cost Performance Index (CPI) and Schedule Performance Index (SPI) calculations.
TASK 6.3 PROJECT LOGS
CONSULTANT shall produce and maintain at least on a monthly basis the following logs through the course of the project:
Project Decision Log. The project decision log shall track decisions made during workshops and meetings, and as a result of OC SAN review of deliverables. The log shall include the date of the decision, the title of the meeting, where it was made (if applicable), a description of the decision, and a brief summary of the impacts.
Action Item Log. The action item log is used to track action items generated during meetings.
Action items may only be assigned to members of the OC SAN or CONSULTANT teams. If action is required by a different party, the action item shall be assigned to the person on the team to track who will track the action item with that person. The action item log is not intended
to include normal CONSULTANT tasks, nor to include comments on deliverables. The Action Item log shall include a tracking number (typically coded to the date), a date it was created, a description of the action required, the lead person, and the date it was resolved. If action is
required by more than one person, the person who will be asked to coordinate that action shall be listed.
Meeting Log. See Task 7 Meetings and Workshops.
TASK 6.4 PROGRESS REPORTS
CONSULTANT shall submit monthly progress reports at the same time as monthly invoices that include the following contents:
• Work activities completed to date, in the current reporting period, and projected for the coming month.
• A brief description of outstanding issues and their potential for impact on scope, schedule (design and construction), budget (design and construction) and quality.
• Potential changes in the project scope or design scope.
• Budget status including estimates of actual costs to date, earned value, costs to complete, and costs at completion.
• Schedule status with a description of any variances between scheduled and forecasted milestone dates.
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• A discussion of corrective actions to be taken to avoid or mitigate cases where the project schedule is expected to be delayed.
TASK 6.5 PROJECT INVOICES
The invoices shall document the man-hours and billing rate for each person that works on the
project. Overhead, profit and any direct costs shall also be shown for each task. As part of the summary section of the invoice, CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget Amount Remaining
• Current billing period “total percent invoiced to date”
• Estimate to Complete (ETC) for each Task & Subtask
Approval of an invoice by OC SAN requires a Progress Report for the period covered by the invoice. Payment of an invoice will be delayed until the Progress Report is submitted.
OC SAN will provide a sample invoice structure to CONSULTANT at the beginning of the project.
TASK 7 – MEETINGS AND WORKSHOPS
CONSULTANT shall hold meetings and workshops throughout the project to keep OC SAN apprised of the job, review work-in-progress, share information, discuss project submittals, present findings of technical analyses, receive and resolve comments, and obtain decisions and direction by OC SAN staff. This task defines the major meetings and workshops to be held by the CONSULTANT.
CONSULTANT shall assume the following meetings will be required:
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Task Number of Meetings/ Workshops Proposed Topics
N/A • One 2-hr Project Kickoff
1 • Four 1-hr Meetings For Task 1 topics
1 • One 1-hr Workshop Review draft Task 1 TM
2 • Six 1-hr Meetings For Task 2 topics
2 • One 2-hr Workshop Review draft Task 2 TM
3 • Four 1-hr Meetings For Task 3 topics
3 • One 2-hr Workshop Review draft Task 3 TM
4 • Two 1-hr Meetings For Task 4 topics
4 • One 2-hr Workshop Review draft Task 4 TM
5 • One 1-hr Workshop Review draft Study
5 • One 1-hr Workshop Draft Study Comment Adjudication
6 • Fourteen (14) 1-hr Meetings • Meet with OC SAN Project Manager monthly to review progress report and invoice prior to submission.
CONSULTANT shall transmit the minutes to the OC SAN Project Manager within three business days of the meeting in MS Word format using OC SAN’s template, or an approved substitution.
A copy of all comments on project issues obtained by CONSULTANT from OC SAN staff without direct OC SAN Engineering Project Manager’s involvement shall be submitted for the Project Manager’s approval within three business days of receipt.
TASK 8 - QUALITY CONTROL
CONSULTANT shall be responsible for the technical adequacy and quality control of the work. Prior to the submittal to OC SAN, each portion of a submittal shall be thoroughly reviewed and corrected by a member of the CONSULTANT’s QC Team. The reviewer shall attest to their review in the form of a written affidavit outlining the submittal subject and identifying the corrected deficiencies.
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V. GENERAL REQUIREMENTS
GENERAL
Working Hours
CONSULTANT’s on-site staff shall conform to OC SAN work schedules, unless otherwise
approved by OC SAN. CONSULTANT shall refer to the Engineering Design Guidelines, Chapter 01, Section 01.3.5 “CONSULTANT Inspection of Treatment Facilities” for further requirements. Meetings with OC SAN staff shall be scheduled from Monday through Friday between the hours of 8:00 AM and 4:00 PM.
Software
The CONSULTANT is expected to develop and provide the deliverables using the standard software currently approved for use by OC SAN. The standard OC SAN software includes, but is not limited to, the following:
Windows 10 Professional
Microsoft Internet Explorer 11
AutoCAD Plant 3D version 2018 (for P&ID drawings only)
Autodesk software 2018 (AutoCAD, AutoCAD Map3D or compatible dwg file format)
Microsoft Office 365
Bluebeam Revu eXtreme (version 2018.2)
Primavera P6 for Scheduling
Any software that the CONSULTANT needs to comply with these standards shall be purchased and maintained by the CONSULTANT at no additional cost to OC SAN. In the event OC SAN
provides the CONSULTANT with access to OC SAN software and hardware at an OC SAN facility in order to facilitate performance of their work, all software shall remain the property of OC SAN. Only software licensed to OC SAN shall be installed on OC SAN equipment. In addition, only OC SAN IT Department staff will perform the installation of this software.
Submittal Review using Bluebeam
OC SAN has standardized on the use of Bluebeam Revu for reviewing and providing comments to PDF files. Prior to submitting electronic PDF files, format them as indicated below (underlined text refers to commands or functions within the Bluebeam software).
1. Flatten file with Document\Flatten
2. Reduce file size with Document\Process\Reduce File Size
3. Make PDF searchable with Document\OCR
4. Create page labels with Thumbnails Toolbar\Create Page Labels
5. Create bookmarks with Create Bookmarks\Page Labels
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6. Enable hyperlinks with File\Batch\Link\New
VI. STAFF ASSISTANCE
OC SAN staff member or designee assigned to work with CONSULTANT on the design of this project is Carmen Quan, at (714) 593-7415, e-mail to: cquan@ocsan.gov.
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EXHIBITS:
Exhibit 1 Not Used
Exhibit 2 Project Reference Material
A. PS15-06 Seismic Evaluation of Structures at Plant Nos. 1 and 2
B. Plant No. 1 Overall Map with location of tunnels
C. Plant No. 2 Overall Map with location of tunnels
D. Record Drawings for Utility Tunnels – Available upon request
CQ:op
https://ocsdgov.sharepoint.com/sites/ProjectPS24-03/ContractDocumentation/PS24-03 Attachment A SOW.docx
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4537 Agenda Date:11/5/2025 Agenda Item No:5.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
INDUSTRIAL CLEANING SERVICES (RE-BID), SPECIFICATION NO. S-2025-660BD-R
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract to Performance Pipeline Technologies Inc., dba
Sanitation Systems for Industrial Cleaning Services, Specification No. S-2025-660BD-R, for a
total amount not to exceed $3,521,625 for the period of December 1, 2025, through November
30, 2026, with four (4) optional one-year renewals; and
B. Approve an annual contingency of $352,163 (10%).
BACKGROUND
The purpose of this General Services Contract is to provide industrial cleaning services for the
Orange County Sanitation District (OC San)treatment facilities,collections system,and pump station
infrastructures.Debris,grit,and other accumulated materials will be removed and disposed of using
a combination of hydro cleaning and industrial vacuuming equipment.These activities are part of a
planned and scheduled preventative and corrective maintenance approach that helps ensure the
availability of collections and treatment plant structures.
RELEVANT STANDARDS
·Protect OC San assets
·24/7/365 treatment plant reliability
·Maintain a proactive asset management program
PROBLEM
To maintain process capacity and performance,OC San must routinely clean process structures,
pipes,and wet wells to remove debris,grit,scum,and other materials allowing staff to inspect and
assess structural and mechanical conditions.
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File #:2025-4537 Agenda Date:11/5/2025 Agenda Item No:5.
PROPOSED SOLUTION
Approve a General Services Contract with Performance Pipeline Technologies to provide regular
Industrial Cleaning Services for the collections and reclamation plant structures.
TIMING CONCERNS
The current service contract expires on December 31,2025.Additionally,increased cleaning needs
from ongoing Capital Improvement Program (CIP)projects have modified flow patterns and
heightened system cleaning requirements.Approval of the contract will ensure uninterrupted service
and allow addressing debris removal and line cleaning needs proactively,minimizing the risk of
operational disruptions.
RAMIFICATIONS OF NOT TAKING ACTION
Without routine cleaning,OC San could face degraded treatment process performance and possible
sewer spills,reduced efficiency,and increased expenses for repairs and replacements.Regular
maintenance is essential to prevent these outcomes and ensure reliable system operations.
PRIOR COMMITTEE/BOARD ACTIONS
July 2024 -Approved a contingency increase of $216,050 (31%)to the existing Service Contract with
Performance Pipeline Technologies Inc.,dba Sanitation Systems,for Industrial Cleaning Services,
Specification No.S-2020-1184BD,for a total contract amount not to exceed $694,500 and a new
total contingency of $285,500 (41%) for the period of January 1, 2024, through December 31, 2024.
November 2020 -Awarded a Service Contract to Performance Pipeline Technologies Inc.dba
Sanitation Systems for Industrial Cleaning Service,Specification No.S-2020-1184BD,for a total
amount not to exceed $694,500 for the period of January 1,2021 through December 31,2021,with
four one-year renewal options; and approved an annual contingency of $69,450 (10%).
ADDITIONAL INFORMATION
A Request for Proposal was issued on July 23,2025,for Industrial Cleaning Services with four (4)
proposals received.Prior to the receipt of the proposals,an evaluation team consisting of OC San
staff was formed.Individual scoring was the chosen method of evaluation for this procurement.
Members of the team performed an independent review of the proposals and later met as a group
with the Purchasing Representative. The proposals were evaluated based on the following criteria:
CRITERION WEIGHT
Qualifications of the Firm 30%
Staffing & Project Organization 20%
Work Plan 30%
Cost 20%
The evaluation team first reviewed and scored the proposals based on the criteria listed above,
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File #:2025-4537 Agenda Date:11/5/2025 Agenda Item No:5.
The evaluation team first reviewed and scored the proposals based on the criteria listed above,
excluding the cost.
Rank Proposer Criterion 1
(Max 30%)
Criterion 2
(Max 20%)
Criterion 3
(Max 30%)
Subtotal Score
(Max 80%)
1 Performance
Pipeline
Technologies, Inc.
26%17%26%69%
2 National Plant
Services
19%11%18%48%
3 United Pumping
Service, Inc.
17%11%15%43%
4 US Ecology 13%10%17%40%
All proposals were accompanied by a sealed cost proposal.Only the cost proposals for the two (2)
highest ranked firms were opened.
Rank Proposer Subtotal Score
without cost
(Max 80%)
Cost
(Max 20%)
Total Weighted
Score
(Max 100%)
1 Performance Pipeline
Technologies, Inc.
69%20%89%
2 National Plant Services 48%13%61%
COST INFORMATION FOR OPENED PROPOSALS
Rank Proposer Original Cost BAFO
1 Performance Pipeline
Technologies, Inc.
$3,641,750.00 $3,521,625.00
2 National Plant Services $5,308,374.25 N/A
The cost proposals received are based on an hourly rate and a unit cost per gallon of material
dewatered, as well as equipment mobilization and demobilization costs.
Based on these results,staff recommend awarding a General Services Contract to Performance
Pipeline Technologies, Inc.
CEQA
Industrial cleaning services are categorically exempt from CEQA under the Class 1 categorical
exemptions set forth in California Code of Regulations Section 15301.Section 15301 (Class 1)
exempts from CEQA “the operation,repair,maintenance,permitting,leasing,licensing,or minor
alteration of existing public or private structures,facilities,mechanical equipment,or topographical
features,involving negligible or no expansion of existing or former use,”including “(b)Existing
facilities of both investor and publicly-owned utilities used to provide electric power,natural gas,
sewerage, or other public utility services”.
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File #:2025-4537 Agenda Date:11/5/2025 Agenda Item No:5.
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 33,Repairs and Maintenance)and the budget is
sufficient for the recommended action.
Date of Approval Contract Amount Contingency
11/19/2025 $3,521,625 $352,163 (10%)
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
· General Services Contract, S-2025-660BD-R
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General Services Contract 1 of 11 Specification No. S-2025-660BD-R
Revision 121924
GENERAL SERVICES CONTRACT
Industrial Cleaning Services (Re-Bid)
Specification No. S-2025-660BD-R
This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered
into as of the date fully executed below, by and between Orange County Sanitation
District (hereinafter referred to as “OC San”) and Performance Pipeline Technologies, Inc.,
dba Sanitation Systems (hereinafter referred to as “Contractor”) and collectively referred to herein
as the “Parties.”
R E C I T A L S
WHEREAS, OC San desires to retain the services of Contractor for Industrial Cleaning
Services (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this
reference; and
WHEREAS, Contractor is qualified to perform the Services by virtue of experience,
training, education, and expertise; and
WHEREAS, OC San desires to engage Contractor to provide the Services; and
WHEREAS, OC San selected Contractor to provide the Services in accordance with OC
San’s current Purchasing Ordinance; and
WHEREAS, on November 19, 2025, OC San’s Board of Directors, by minute order,
authorized execution of this Contract.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and
benefits specified below, the Parties agree as follows:
1.General.
1.1 This Contract and all exhibits hereto are made by OC San and Contractor.
1.2 The following exhibits, in order of precedence, are incorporated by reference and made
part of this Contract.
Exhibit “A” – Scope of Work
Exhibit “B” – Proposal
Exhibit “C” – Determined Insurance Requirement Form
Exhibit “D” – Contractor Safety Standards
Exhibit “E” – Human Resources Policies
Exhibit “F” – Not Used
Exhibit “G” – Not Used
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and
any of the provisions of the exhibits hereto, the provisions in the Contract shall control
and thereafter the provisions in the document highest in precedence shall be controlling.
1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses,
losses, or actions incurred or undertaken by Contractor as a result of work performed in
anticipation of acquisition of the Services by OC San.
General Services Contract 2 of 11 Specification No. S-2025-660BD-R
Revision 121924
1.5 Work Hours: Shall be as specified in Exhibit “A.”
1.6 Days: Shall mean calendar days, unless otherwise noted.
1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King,
Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services.
1.9 The provisions of this Contract may be amended or waived only by an amendment
executed by authorized representatives of both Parties.
1.10 The various headings in this Contract are inserted for convenience only and shall not
affect the meaning or interpretation of this Contract or any paragraph or provision hereof.
2. Scope of Work.
2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally
accepted industry and professional standards.
2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work
at any time. All modifications must be made by an amendment signed by both Parties.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has
investigated the work to be performed; and (b) it understands the facilities, difficulties,
and restrictions of the work under this Contract. Should Contractor discover any latent or
unknown condition materially differing from those inherent in the work or as represented
by OC San, it shall immediately inform OC San of this and shall not proceed, except at
Contractor’s risk, until written instructions are received from OC San.
2.4 Performance. Time is of the essence in the performance of the provisions hereof.
3. Contract Term.
3.1 The Services shall be completed within one (1) year from the effective date of the Notice
to Proceed.
3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract
for up to four (4) one-year periods. This Contract may be renewed by an OC San
Purchase Order. OC San shall have no obligation to renew the Contract nor to give a
reason if it elects not to renew it.
3.3 Extensions. The term of this Contract may be extended only by an amendment signed
by both Parties.
4. Compensation.
4.1 As compensation for the Services provided under this Contract, OC San shall pay
Contractor a total amount not to exceed Three Million Five Hundred Twenty-One
Thousand Six Hundred Twenty-Five Dollars ($3,521,625.00.00).
4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no
charge beyond the amount specified above.
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5. Payments and Invoicing.
5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A”
thirty (30) days from receipt of the invoice and after approval by OC San’s Project
Manager or designee. OC San shall be the determining party, in its sole discretion, as to
whether the Services have been satisfactorily completed.
5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to
APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order
Number.
6. California Department of Industrial Relations Registration and Record of Wages.
6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to
this Contract, for which Prevailing Wage Determinations have been issued by the
California Department of Industrial Relations (DIR) as more specifically defined under
Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable
work under this Contract. It is Contractor’s responsibility to interpret and implement any
prevailing wage requirements and Contractor agrees to pay any penalty or civil damages
resulting from a violation of the prevailing wage laws.
6.2 The 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 DIR.
6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages
is available upon request at OC San’s principal office. The prevailing rate of per diem
wages may also be found at the DIR website for prevailing wage determinations at
http://www.dir.ca.gov/DLSR/PWD.
6.4 The Contractor and its subcontractors shall comply with the job site notices posting
requirements established by the Labor Commissioner per Title 8, California Code of
Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2),
Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 The 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, Contractor and its
subcontractors shall furnish a copy of all certified payroll records to OC San and/or the
general public upon request, provided the public request is made through OC San, the
Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of
the Department of Industrial Relations. Pursuant to Labor Code section 1776(h),
penalties for non-compliance with a request for payroll records may be deducted from
progress payments.
6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San,
along with any request for payment, all applicable and necessary certified payrolls
and other required documents for the period covering such payment request.
Pursuant to Title 8, California Code of Regulations section 16463, OC San shall
withhold any portion of a payment, up to and including the entire payment amount,
until certified payroll forms and any other required documents are properly
submitted. In the event certified payroll forms do not comply with the requirements
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of Labor Code section 1776, OC San may continue to withhold sufficient funds to
cover estimated wages and penalties under the Contract.
6.6 Contractor and its subcontractors shall comply with Labor Code section 1774 and section
1775. Pursuant to Labor Code section 1775, Contractor and any of its subcontractors
shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each
calendar day, or portion thereof, for each worker paid less than the prevailing rates as
determined by the DIR for the work or craft in which the worker is employed for any work.
6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference
between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the
prevailing wage rate shall be paid to each worker by Contractor or its
subcontractor.
6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through
1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per
day and forty (40) hours per week, except that work performed in excess of those limits
shall be permitted upon compensation for all excess hours worked at not less than one
and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815.
Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per
calendar day during which such worker is required or permitted to work more than eight
(8) hours in any one calendar day and forty (40) hours in any one calendar week in
violation of Labor Code sections 1810 through 1815.
6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6,
and 1777.7 concerning the employment of apprentices by Contractor or any
subcontractor.
6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract
it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776,
1777.5, 1810, 1813, 1815, 1860, and 1861.
6.10 Pursuant to Labor Code sections 1860 and 3700, 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.
7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any
subcontractor, or by the personnel of either will be subject to repair or replacement by
Contractor at no cost to OC San.
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8. Freight (F.O.B. Destination). Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with
delivery of all products deemed necessary under this Contract.
9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three
(3) years after its expiration or termination, OC San shall have access to and the right to
examine any directly pertinent books, documents, and records of Contractor relating to the
invoices submitted by Contractor pursuant to this Contract.
10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor
and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and
local regulations as well as the Contractor Safety Standards while working at OC San locations.
If, during the course of the Contract, it is discovered that the Contractor Safety Standards do
not comply with Federal, State, or local regulations, Contractor is required to follow the most
stringent regulatory requirement at no additional cost to OC San. Contractor, its
subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit
“A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources
Policies in Exhibit “E.”
11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the
term of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirements
Form. Contractor shall not commence work under this Contract until all required insurance is
obtained in a form acceptable to OC San, nor shall Contractor allow any subcontractor to
commence service pursuant to a subcontract until all insurance required of the subcontractor
has been obtained. Failure to obtain and maintain the required insurance coverage shall result
in termination of this Contract.
12. Bonds. Not Used.
13. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility
for damages to property and/or injuries to persons, including accidental death, which may arise
out of or may be caused by Contractor’s Services under this Contract, or by its
subcontractor(s), or by anyone directly or indirectly employed by Contractor, and whether such
damage or injury shall accrue or be discovered before or after the termination of the Contract.
Except as to the sole active negligence of or willful misconduct of OC San, Contractor shall
indemnify, protect, defend, and hold harmless OC San, its elected and appointed officials,
officers, agents, and employees from and against any and all claims, liabilities, damages, or
expenses of any nature, including attorneys’ fees: (a) for injury to or death of any person, or
damage to property, or interference with the use of property arising out of or in connection with
Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted
or uncopyrighted material, composition, or process; or any patented or unpatented invention,
article, or appliance furnished or used under the Contract, and/or (c) on account of any goods
and services provided under this Contract. This indemnification provision shall apply to any
acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on
the part of Contractor or anyone employed by or working under Contractor. To the maximum
extent permitted by law, Contractor’s duty to defend shall apply whether or not such claims,
allegations, lawsuits, or proceedings have merit or are meritless; or which involve claims or
allegations that any of the parties to be defended were actively, passively, or concurrently
negligent; or which otherwise assert that the parties to be defended are responsible, in whole
or in part, for any loss, damage, or injury. Contractor agrees to provide this defense
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immediately upon written notice from OC San, and with well qualified, adequately insured, and
experienced legal counsel acceptable to OC San. This section shall survive the expiration or
early termination of the Contract.
14. Independent Contractor. The relationship between the Parties hereto is that of an
independent contractor and nothing herein shall be deemed to make Contractor an OC San
employee. During the performance of this Contract, Contractor and its officers, employees, and
agents shall act in an independent capacity and shall not act as OC San’s officers, employees,
or agents. Contractor and its officers, employees, and agents shall obtain no rights to any
benefits which accrue to OC San’s employees.
15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any
rights under this Contract without the prior written consent of OC San. Any such attempted
delegation or assignment shall be void.
16. Disclosure. Contractor agrees not to disclose, to any third party, data or information
generated from this Contract without the prior written consent from OC San.
17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or
breach by OC San, or for any amount which may become due to Contractor or to its successor,
or for breach of any obligation under the terms of this Contract.
18. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OC San and Contractor.
19. Applicable Laws and Regulations. The Contractor shall comply with all applicable Federal,
State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold OC
San harmless from any and all damages and liabilities assessed against OC San as a result
of Contractor’s noncompliance therewith. Any provision required by law to be included herein
shall be deemed included as a part of this Contract whether or not specifically included or
referenced.
20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to
OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to provide the Services. Any and all fees required by Federal,
State, County, City, and/or municipal laws, codes, and/or tariffs that pertain to the work
performed under this Contract will be paid by Contractor.
21. Regulatory Requirements. Contractor shall perform all work under this Contract in strict
conformance with applicable Federal, State, and local regulatory requirements including, but
not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water
Codes Division 2.
22. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all
Federal, State, and local environmental laws, regulations, and policies which apply to
Contractor, its subcontractors, and the Services, including, but not limited to, all applicable
Federal, State, and local air pollution control laws and regulations.
23. South Coast Air Quality Management District’s Requirements. It is Contractor’s
responsibility to ensure that all equipment furnished and installed be in accordance with the
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latest rules and regulations of the South Coast Air Quality Management District (SCAQMD).
All Contract work practices, which may have associated emissions such as sandblasting, open
field spray painting, or demolition of asbestos containing components or structures shall
comply with the appropriate rules and regulations of SCAQMD.
24. California Air Resources Board Mobile Source Regulations.
Contractor and its applicable consultants, 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
25. 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 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.
26. Warranties. Not Used.
27. Dispute Resolution.
27.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the
dispute by mediation. The Parties shall mutually select a mediator to facilitate the
resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation
shall be conducted in accordance with the Commercial Mediation Rules of the American
Arbitration Agreement, through the alternate dispute resolution procedures of Judicial
Arbitration through Mediation Services of Orange County (“JAMS”), or any similar
organization or entity conducting an alternate dispute resolution process.
27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to Code of Civil Procedure,
Part 3, Title 9, sections 1280 et seq. For such purpose, an agreed arbitrator shall be
selected, or in the absence of agreement, each party shall select an arbitrator, and those
two (2) arbitrators shall select a third. Discovery may be conducted in connection with the
arbitration proceeding pursuant to Code of Civil Procedure section 1283.05. The
arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the
matter in question. The arbitrator shall decide each and every dispute in accordance with
the laws of the State of California. The arbitrator’s decision and award shall be subject to
review for errors of fact or law in the Superior Court for the County of Orange, with a right
of appeal from any judgment issued therein.
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28. Liquidated Damages. Not Used.
29. Remedies. In addition to other remedies available in law or equity, if Contractor fails to make
delivery of the goods and Services or repudiates its obligations under this Contract, or if OC
San rejects the goods or Services or revokes acceptance of the goods and Services, OC San
may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has
paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and
Services for those due from Contractor. In the event OC San elects to “cover” as described in
(c), OC San shall be entitled to recover from Contractor as damages the difference between
the cost of the substitute goods and Services and the Contract price, together with any
incidental or consequential damages.
30. Force Majeure. Neither party shall be liable for delays caused by accident, flood, acts of God,
fire, labor trouble, war, acts of government, or any other cause beyond its control, but the
affected party shall use reasonable efforts to minimize the extent of the delay. Work affected
by a force majeure condition may be rescheduled by mutual consent of the Parties.
31. Termination.
31.1 OC San reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a
termination notice, Contractor shall immediately discontinue all work under this Contract
(unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay
Contractor for work performed (cost and fee) through the date of termination. Contractor
expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this
Contract and release OC San from any further fee, cost, or claim hereunder by Contractor
other than for work performed through the date of termination.
31.2 OC San reserves the right to terminate this Contract immediately upon OC San’s
determination that Contractor is not complying with the Scope of Work requirements, if
the level of service is inadequate, or for any other default of this Contract.
31.3 OC San may also immediately terminate this Contract for default, in whole or in part, by
written notice to Contractor:
▪ if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
▪ if Contractor sells its business; or
▪ if Contractor breaches any of the terms of this Contract; or
▪ if the total amount of compensation exceeds the amount authorized under this
Contract.
31.4 All OC San’s property in the possession or control of Contractor shall be returned by
Contractor to OC San on demand or at the expiration or early termination of this Contract,
whichever occurs first.
32. Attorney’s Fees. If any action at law or in equity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this
Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and
necessary disbursements in addition to any other relief to which the prevailing party may be
entitled.
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33.Waiver. The waiver by either party of any breach or violation of, or default under, any provision
of this Contract shall not be deemed a continuing waiver by such party of any other provision
or of any subsequent breach or violation of this Contract or default thereunder. Any breach by
Contractor to which OC San does not object shall not operate as a waiver of OC San’s rights
to seek remedies available to it for any subsequent breach.
34.Severability. If any section, subsection, or provision of this Contract; or any agreement or
instrument contemplated hereby; or the application of such section, subsection, or provision is
held invalid, the remainder of this Contract or instrument in the application of such section,
subsection, or provision to persons or circumstances other than those to which it is held invalid,
shall not be affected thereby, unless the effect of such invalidity shall be to substantially
frustrate the expectations of the Parties.
35.Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum
for enforcement shall survive expiration or early termination of this Contract.
36.Governing Law. This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in the County of Orange in the event
any action is brought in connection with this Contract or the performance thereof.
37.Notices.
37.1 All notices under this Contract must be in writing. Written notice shall be delivered by
personal service, by electronic telecommunication, or sent by registered or certified mail,
postage prepaid, return receipt requested, or by any other overnight delivery service
which delivers to the noticed destination and provides proof of delivery to the sender.
Rejection or other refusal to accept or the inability to deliver because of changed address
for which no notice given as provided hereunder shall be deemed to be receipt of the
notice, demand, or request sent. All notices shall be effective when first received at the
following addresses:
OC San:
Contractor:
Jeremey Arbiso
Senior Buyer
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
jarbiso@ocsan.gov
Gene Glassburner
General Manager
Performance Pipeline Technologies,
Inc., dba Sanitation Systems
5292 System Drive
Huntington Beach, CA 92649
GGlassburner@Azuria.com
37.2 Each party shall provide the other party written notice of any change in address as soon
as practicable.
38.Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract.
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39. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract, the
Parties are formally bound.
40. Entire Agreement. This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral communications and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter
hereof.
Intentionally left blank. Signatures follow on the next page.
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by their duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: _________________ By:
Ryan P. Gallagher
Chair, Board of Directors
Dated: _________________ By:
Kelly A. Lore
Clerk of the Board
Dated: _________________ By:
Kevin Work
Purchasing & Contracts Manager
PERFORMANCE PIPELINE TECHNOLOGIES, INC., DBA
SANITATION SYSTEMS
Dated: _________________ By:
Print Name and Title of Officer
LDR
EXHIBIT A Specification No. S-2025-660BD-R
EXHIBIT A
SCOPE OF WORK
For
Industrial Cleaning Services (Re-Bid)
EXHIBIT A Page 1 of 6 Specification No. S-2025-660BD-R
SCOPE OF WORK INDUSTRIAL CLEANING SERVICES (RE-BID) SPECIFICATION NO. S-2025-660BD-R
1.PURPOSE
This Scope of Work (SOW) outlines the industrial cleaning services including closed-circuit television (CCTV) inspections to be provided for Orange County Sanitation District (OC San) assets. The
Contractor will perform the work in compliance with the specifications set forth in this SOW, as well as all OC San health, safety, and risk management requirements.
2.GENERAL
The Contractor will be tasked with the industrial cleaning of OC San assets such as the headworks,
aeration basins, bar screens, grit chambers, primary clarifiers, chemical storage tanks, storm drains, air jumpers, wet wells, manholes, pipelines and other related assets.
2.1. Background
OC San is a public agency responsible for collecting, treating, and safely disposing of wastewater and its residuals for 2.5 million residents and businesses in the County of Orange. OC San operates 2 treatment plants: Plant No. 1 in the City of Fountain Valley, California and Plant No. 2 in the City of Huntington Beach, California. In addition to its treatment facilities, OC San operates and maintains over 475 miles of interceptor and trunk line gravity sewers, ranging from 15 to 120 inches in diameter and 15 remote pump stations, including 1 metering
station located throughout its service area.
2.2. Location of Work
The work will be performed primarily at OC San’s Plant No. 1 located at 10844 Ellis Avenue, Fountain Valley and Plant No. 2 located at 22212 Brookhurst Street, Huntington Beach. Some
work may be required outside of the plants, within OC San’s collections network, including at pump and metering stations.
2.3. Description of Work
2.3.1. The Contractor will use its resources, including but not limited to dewatering, high-pressure jetting, and vacuuming to remove and clean debris, grease, fats, oil, roots, rags, grit, sludge, polymers, and other materials from each identified asset. This includes process structures, sumps, channels, and pipes, ensuring they are cleaned to OC San’s satisfaction.
2.3.2. As part of the dewatering operations associated with industrial cleaning, the Contractor is expected to provide appropriately sized pumps, along with suction and discharge hoses of sufficient length. In addition, the Contractor must supply supporting
equipment, including a gear truck and hydraulic crane, necessary for the deployment and operation of the pumps.
2.3.3. For certain industrial cleaning Work Orders, upon OC San’s request, the Contractor is expected to provide the labor, material, and equipment for conducting CCTVinspections to support and verify its cleaning activities.
EXHIBIT A Page 2 of 6 Specification No. S-2025-660BD-R
2.3.4. The Contractor is responsible for decanting liquid and the disposal of all debris
collected during the cleaning of Plant No. 1, Plant No. 2 and collections locations designated by OC San staff.
2.3.5. OC San’s drying beds shall be utilized by the Contractor as the primary location (unless the daily limit has been reached) to decant and unload material in the vacuum and hydraulic combination cleaning truck. OC San’s drying beds will be utilized by the Contractor as a location to decant and unload material in the Vactor truck. In the event the drying beds cannot be used, the designated OC San representative will direct the Contractor to unload material at a nearby landfill. Drying bed maintenance requires the coordination among several OC San groups including Operations, Fleet, and Compliance staff. In order to facilitate communications with the related OC San groups and in accordance with the procedures above, the Contractor shall email a draft filled form (complete with the exception of approximate volume in cubic yards, the hazardous certification, and driver signature) to DBNotification@ocsan.gov at least 48 hours in advance so OC San staff can ensure that there are no conflicts with the requested delivery time. If the daily limit has been reached, the Contractor shall then take material off-site to an OC San approved landfill free from additional charge such as:
Frank K. Bowerman Landfill-11002 Bee Canyon Access Rd, Irvine, CA, 92602; Prima Desecha Landfill-32250 Avenida La Pata, San Juan Capistrano, CA 92675; or Olinda Alpha Landfill- 1942 Valencia Ave, Brea, CA 92823
2.3.6. The Contractor shall be responsible for the removal of debris from the pipeline and cleaning and/or re-cleaning the pipe wall to OC San’s satisfaction, as proven by the
CCTV video inspection. Liquids shall be decanted and drained back into the sewer. All sludge, dirt, sand, rocks, roots, grease, and other solid or semisolid material resulting from the cleaning operation shall be removed at the downstream manhole of the section being cleaned. Passing material from one manhole section to another manhole section, which may cause line stoppages, shall not be permitted. All debris removed from the sewer system plant process during work must be disposed of by the Contractor at the appropriate facility (see 2.3.5. above). Amounts and disposal dates shall be coordinated with the designated OC San representative.
2.3.7. The Contractor shall agree to and abide by the terms in the OC San Sewer Debris Drying Bed Use Procedure see attachment Appendix A-1, OPS-SOP-15-003.
2.4. Equipment and Work Requirements
2.4.1. The work shall be performed using, at a minimum, 12-yard combination vacuum and hydraulic industrial cleaning trucks. These trucks must be equipped with a jetting system that includes 1,000 feet of jetting hose and is capable of outputting 2,500
pounds per square inch of pressure at 80 gallons per minute. Trucks must include a 6-inch decant line. The combination industrial cleaning truck is preferred to be no more than 5 years old and powered by a clean diesel engine. The vacuum system should utilize a positive displacement blower, not a centrifugal compressor. Each combination truck must carry a minimum of 300 feet of ½-inch hose for cleaning floor drains and include a pump-off system.
2.4.2. The Contractor shall provide all tools and appurtenances necessary to access and clean the designated area. This includes lifelines, self-contained breathing apparatus, rescue equipment, and any other equipment required to perform the work in accordance with all applicable health and safety regulations.
EXHIBIT A Page 3 of 6 Specification No. S-2025-660BD-R
2.4.3. All equipment and machinery used in the work shall be in good working conditions, free from leaks, and without defects that may compromise the quality of the work, the timeline for completion, or the safety of personnel involved. Equipment must comply
with California Air Resources Board (CARB) Clean Diesel regulations and maintain company fleet compliance. The Contractor shall verify, prior to responding to any work scheduled by OC San, that all vehicles are free of any leaks and all seals are in proper working condition.
2.4.4. The Contractor is expected to use suitable CCTV equipment to conduct video inspection of the process structures and pipelines (ranging from 4 to 110 inches) being cleaned. The objective of the CCTV inspection is to document and aid the cleaning process. For CCTV inspections, NASSCO PACP standards apply.
2.4.5. A color video recording in mp4 format on a portable hard drive (HD) will be made of the CCTV inspection and submitted to the designated OC San representative. Each mp4 video file shall be labeled with the date, time, location, and a description of the overall Work Order being performed. The video shall also state the objective of the recording
and provide a commentary on the key observation(s). Proper lighting must be kept during the inspection in such a manner that the entire pipeline being inspected is always visible during the inspection. The camera lens shall be kept clear of
condensation and debris. Recorded footage showing excessive steam, inadequate lighting, excessive glare, or other poor image quality could result in rejection and non-payment by OC San. Recordings with excessive distortion or discoloration shall be rejected and subject to re-inspection of the rejected segment(s) at no additional charge to OC San.
2.4.6. Crew and Equipment Availability: The Contractor shall be capable of providing cleaning services at 2 different work locations at the same time. In case of malfunction of 1 of the trucks originally dispatched to OC San, the Contractor shall be capable of providing an additional truck within 2 hours.
2.4.7. Contractor shall provide a work plan for the prospective work, based on a description and scope of work that will be provided by the designated OC San representative. At a
minimum, a work plan shall include the crew, tools, and equipment proposed as well as an estimate of the time required to complete the work. A work plan may include alternate approaches for OC San’s consideration. For multiple day jobs, OC San may
require the Contractor to attend a site consultation at no cost to OC San.
2.4.8. The Contractor will not be compensated for time lost due to failure to provide the appropriate and functional equipment and tools necessary to complete the work, as specified by OC San when ordering the work. The Contractor’s minimum available equipment, tools, and resources shall include, but are not limited to, suitably sized pumps, equipment to deploy and operate the pumps, flex hose, lateral hose, confined space entry equipment (including personal gas monitors), and a davit arm.
2.4.9. The Contractor will not be paid for travel time in excess of one 1 hour per day (½ hour for mobilization and ½ hour for demobilization).
2.4.10. OC San's equipment and labor should not be utilized at any time, except for the designated OC San representative to monitor the work and has approved the use of
EXHIBIT A Page 4 of 6 Specification No. S-2025-660BD-R
the equipment (examples – crane, sump pump).
2.4.11. If needed, coordinate with the designated OC San representative to send written notifications to affected residents/businesses 72 hours before non-emergency work.
2.5. Training
All necessary personnel training, and records of such, related to the work shall be provided by the Contractor, and will be reviewed and accepted by the OC SAN Risk Management Division prior to the start of work. It is the responsibility of the Contractor to comply with all OC SAN Risk Management Division requirements and documentation needs.
2.6. Permit and Access
When necessary, the Contractor shall coordinate with the designated OC San representative to gain access to areas, such as easements and private property, to complete work. The Contractor shall provide information about the work plan and coordinate access with the designated OC San representative to successfully complete the Work Order.
2.7. Easement / Private Property
Where entry onto homeowner’s property is required, notice must be given to obtain permission at least 72 hours prior to commencing work. Coordination shall be made through the designated OC San representative, and additional planning time for OC San and the Contractor may be needed when private property is involved. The designated OC San representative will assist with manhole access and make arrangements as necessary for entry onto private property. Additional planning time and effort shall be provided by the Contractor at no additional cost to OC San.
2.8. Spill Reporting and Handling
The Contractor shall immediately notify the designated OC San representative(s) of any
sewage overflow or interruption/backup. The Contractor shall contain and control all sewage flows and potential overflows to protect nearby property and storm drainage systems where spills may occur. The OC San spill policy is outlined in Appendix A-2 “Sanitary Sewer Overflow Notification Procedures”. The Contractor shall be responsible for paying any fines
and/or penalties imposed upon OC San as a result of a sewage spill due to the Contractor’s
actions.
Appendix A-2, “Sanitary Sewer Overflow Notification Procedures”, includes the telephone numbers of various agencies. Ultimately, if the Contractor is involved with a spill, it shall do the following:
2.8.1. First – The Contractor shall immediately notify the OC San Plant No. 1 Control Center at (714) 593-7025. OC San will then make the required notifications.
2.8.2. Second – The Contractor shall attempt to contain and control the spill, with pumping as needed, to isolate it from entry to any waterways, including catch
basins and storm drains.
2.8.3. Third – The Contractor shall attempt to relieve the spill. Once the spill has been
EXHIBIT A Page 5 of 6 Specification No. S-2025-660BD-R
contained, controlled, and relieved, the area must be cleaned to OC San’s
satisfaction.
2.8.4. Last – The Contractor shall provide follow-up reports. Once a spill is reported to the
OC San Control Center, OC San personnel will be dispatched for response.
2.8.5. The Contractor shall be responsible for: any fines levied by others, reimbursement to OC San or others for incurred costs, damage, cleanup, restoration of flow, and any disruption of service costs to customers as of a result of the Contractor’s work. This is in addition to all costs incurred by OC San.
2.8.6. The Contractor shall also notify OC San’s Control Center immediately of any apparent non-Contractor related spills and/or any abnormal conditions.
2.9. Confined Space Entry and Safety
Some areas of work are defined as Title 8 Permit Required Confined Spaces. The
Contractor’s attention is directed to the General Industry Safety Orders of the State of
California, Article 108, Confined Spaces, Section 5157 (Title 8 of California Code of
Regulations, Sections 5167, 5157, 5158) and Exhibit “D” Contractor Safety Standards. The Contractor shall attend a safety meeting at OC San with the Risk Management Division, prior to the start of work, for the purpose of reviewing the Contractor’s safety manuals, its knowledge of Title 8 and to discuss all safety aspects of the job. When so classified, manhole or structure entry shall be conducted in strict accordance with permit-required confined space
entry regulations. The Contractor shall be responsible for supplying all necessary equipment
to successfully and safely complete the work. Work shall be conducted in accordance with all
Federal, State, and local laws and regulations.
2.10. OC San Monitoring
The Contractor shall obtain the signature of the designated OC San representative monitoring the work on a Daily Report for each day of work, confirming that the listed work has been
satisfactorily completed. A copy of the signed Daily Report shall be submitted with the invoice for the work. Daily Report shall consist of:
•OC San Purchase Order number, Invoice number, and Work Order number
•The date of the service was performed (including all dates if work was
performed on multiple days)
•Name of the OC San facility(-ies) where the work was performed (Plant No. 1,
Plant No. 2, Pump Station(s), Sewer Line(s), etc.)
•Title of all equipment serviced
•Itemized breakdown of all charges in accordance with Exhibit “B”, Proposal
2.11. General Work Hours
2.11.1. Normal working hours are Monday through Thursday between 7:00 a.m. and 4:00 p.m.
The only exceptions are if the sewage flow or diversion cannot be accommodated during those hours, or if authorities having jurisdiction (see 2.5. above) prohibit work during those hours. A full day of cleaning is defined as a minimum of 7 hours of onsite
work time. A half-day of cleaning is considered at least 3 hours of onsite work unless the entire Work Order is completed in less than 3 hours.
EXHIBIT A Page 6 of 6 Specification No. S-2025-660BD-R
2.11.2. The Contractor shall not incur weekend, holiday, or weekday work in excess of 8 hours,
except when requested in writing by the designated OC San representative. Overtime work will be compensated for labor only, not equipment, and will be at the multiplier (1.5), based on the actual pay rate applied to the employee.
2.12. Noise Control
All equipment used during service should be muffled and maintained in good operating conditions. All internal combustion engine driven equipment shall be fitted with intake and exhaust mufflers that are in good condition. No air compressors or diesel engines will be permitted to operate between the hours of 5:00 PM and 7:00 AM, unless prior approval from the designated OC San representative and any authorities having jurisdiction over the area of work has been obtained.
2.13. House Keeping and Rubbish Control
The Contractor shall keep the worksite neat and in a clean condition, and free from any accumulation of rubbish and debris. The Contractor shall dispose of all rubbish and waste
materials of any nature occurring at the worksite and shall establish regular intervals of collection and disposal of such materials and waste. Disposal of all rubbish and surplus materials shall be off the jobsite at the Contractor’s expense, all in accordance with local,
State, and Federal codes and ordinances governing locations and methods of disposal, and in conformance with all applicable safety laws, and the requirements of the Cal/OSHA Safety and Health Standards for Construction.
2.14. Invoicing
2.14.1. Invoices for each Daily Report shall be billed separately and shall be submitted within 3 weeks of completion of each Daily Report.
All invoices shall include the following:
•OC San Purchase Order number, Invoice number, and Work Order number
•The date of the service was performed (including all dates if work wasperformed on multiple days)
•Name of the OC San facility(-ies) where the work was performed (Plant No. 1,Plant No. 2, Pump Station(s), Sewer Line(s), etc.)
•Title of all equipment serviced
•Itemized breakdown of all charges in accordance with Exhibit “B”, Proposal,including:o Labor hours per technician
o Parts and materials: OC San reserves the right to request the Contractor tosubmit a copy of the material supplier’s original receipt to be reimbursed fortheir purchases of materials per work order
o Tax
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4539 Agenda Date:11/5/2025 Agenda Item No:6.
FROM:Robert Thompson, General Manager
Originator: Riaz Moinuddin, Director of Operations & Maintenance
SUBJECT:
ON-CALL MAINTENANCE SERVICES FOR ELECTRICAL EQUIPMENT, SPECIFICATION NO. S-
2025-684BD
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a General Services Contract to IPS PowerServe to provide On-Call Maintenance
Services for Electrical Equipment, Specification No. S-2025-684BD, for an annual total amount
not to exceed $4,998,418 for a one-year period with four (4) optional one-year renewals; and
B. Approve an annual contingency of $499,841 (10%).
BACKGROUND
Orange County Sanitation District (OC San)maintains extensive electrical distribution systems
across its treatment plants and pump stations.In accordance with NFPA 70B,regular inspection,
testing,and maintenance are essential to prevent failures that could disrupt operations or pose safety
risks.Maintaining compliance with these standards ensures reliability,reduces costs,and supports
uninterrupted treatment operations.
RELEVANT STANDARDS
·Protect OC San assets
·24/7/365 treatment plant reliability
·Maintain a proactive asset management program
PROBLEM
OC San maintains a significant medium and low voltage electrical distribution system requiring
substantial labor effort to coordinate,test,calibrate,and maintain for safe and reliable operation.The
variable nature of scheduled and corrective maintenance and the need to support variable capital
improvement shutdowns sometimes exceeds electrical maintenance staff’s availability to perform this
work in a timely fashion.
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File #:2025-4539 Agenda Date:11/5/2025 Agenda Item No:6.
PROPOSED SOLUTION
Approve a General Services Contract to IPS PowerServe to provide on-call maintenance services for
electrical equipment in accordance with NFPA 70B requirements,ensuring continuity of critical
electrical system maintenance to support operational needs and maintain compliance.
TIMING CONCERNS
Proceeding as soon as possible is desired to ensure that electrical equipment reliability and
availability is maintained at a high level within the power distribution systems.
RAMIFICATIONS OF NOT TAKING ACTION
Failure to take any action will result in a greater risk of downtime and potential breakdowns or failures
of electrical equipment.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
On June 26,2025,OC San issued a Request for Proposal and on July 31,2025,OC San received
six (6)proposals.Two (2)proposals were deemed non-responsive during the initial step of the
evaluation due to missing documents or failure to meet OC San’s certification requirements.The four
remaining proposals were evaluated in accordance with OC San’s policies and procedures and by a
team consisting of an OC San Project Manager,a Maintenance Superintendent,two (2)Maintenance
Supervisors,and a Maintenance Specialist.A Purchasing representative chaired the team as a non-
voting member.
Proposals were individually scored based on the following criteria:
Criterion Weight
1. Qualifications of the Firm 25%
2. Staffing and Project Organization 25%
3. Understanding of Work 30%
4. Cost 20%
The evaluation team first reviewed and scored the proposals based on the criteria listed above,
excluding the cost criterion.
Rank Proposer Criterion 1
(Max 25%)
Criterion 2
(Max 25%)
Criterion 3
(Max 30%)
Subtotal
Score
(Max 80%)
1 Tony Demaria Electric 21%20%26%67%
2 IPS PowerServe 21%16%23%60%
3 Hampton Tedder
Technical Services
17%20%14%51%
4 Vistam, Inc.16%13%20%49%
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File #:2025-4539 Agenda Date:11/5/2025 Agenda Item No:6.
Rank Proposer Criterion 1
(Max 25%)
Criterion 2
(Max 25%)
Criterion 3
(Max 30%)
Subtotal
Score
(Max 80%)
1 Tony Demaria Electric 21%20%26%67%
2 IPS PowerServe 21%16%23%60%
3 Hampton Tedder
Technical Services
17%20%14%51%
4 Vistam, Inc.16%13%20%49%
A sealed cost proposal accompanied all proposals.Only the cost proposals for the two highest-
ranked firms were opened and negotiated.During cost review it was discovered that Tony Demaria
incorrectly proposed costs based on inaccurate units of measure and corrected their pricing during
the Best and Final Offer (BAFO) stage. The final costs for the top scoring proposers were as follows:
Rank Proposer Original Cost BAFO Total Weighted
Score
(Max 100%)
1 IPS PowerServe $5,224,650.00 $4,998,417.50 80%
2 Tony Demaria Electric $2,532,167.00 $11,000,710.00 76%
Based on these results,staff recommends approving the General Service Contract to IPS
PowerServe.The term of this General Service Contract will begin upon the effective date of the
Notice to Proceed.
CEQA
N/A
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 33,Repairs and Maintenance)and the budget is
sufficient for the recommended action.
Date of Approval Contract Amount Contingency
11/19/2025 $4,998,418 $499,841.00 (10%)
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·General Services Contract
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General Services Contract 1 of 11 Specification No. S-2025-684BD
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GENERAL SERVICES CONTRACT ON-CALL MAINTENANCE SERVICES FOR ELECTRICAL EQUIPMENT Specification No. S-2025-684BD
This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and IPS PowerServe (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S
WHEREAS, OC San desires to retain the services of Contractor to provide on-call maintenance services to perform preventive maintenance (PM) and corrective maintenance (CM) tasks on
electrical equipment located at OC San facilities (“Services”) as described in Exhibit “A” attached
hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and WHEREAS, OC San desires to engage Contractor to provide the Services; and
WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s current Purchasing Ordinance; and
WHEREAS, on November 19, 2025, OC San’s Board of Directors, by minute order, authorized execution of this Contract.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Contract and all exhibits hereto are made by OC San and Contractor. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Contract. Exhibit “A” – Scope of Work
Exhibit “B” – Technical Proposal and BAFO Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards
Exhibit “E” – Human Resources Policies 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and
any of the provisions of the exhibits hereto, the provisions in the Contract shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San. 1.5 Work Hours: Shall be as specified in Exhibit “A.”
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1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King,
Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties.
1.10 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. 2. Scope of Work. 2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards.
2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties.
2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the work to be performed; and (b) it understands the facilities, difficulties,
and restrictions of the work under this Contract. Should Contractor discover any latent or unknown condition materially differing from those inherent in the work or as represented by OC San, it shall immediately inform OC San of this and shall not proceed,
except at Contractor’s risk, until written instructions are received from OC San. 2.4 Performance. Time is of the essence in the performance of the provisions hereof.
3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on the effective date of the Notice to Proceed. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to four (4) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation.
4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Four Million Nine Hundred Ninety-Eight Thousand Four Hundred Seventeen Dollars and Fifty Cents ($4,998,417.50), as
specified in Exhibit “B”. 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no
charge beyond the amount specified above.
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5. Payments and Invoicing.
5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A” thirty (30) days from receipt of the invoice and after approval by OC San’s Contract Manager or OC San Designee. OC San shall be the determining party, in its sole
discretion, as to whether the Services have been satisfactorily completed. 5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to
this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject
to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR).
6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site.
6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor
Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC San and/or the general public upon request, provided the public request is made through OC San, the
Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly
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submitted. In the event certified payroll forms do not comply with the
requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract.
6.6 Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, Contractor and any of its subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each
calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per
day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815.
Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815. 6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor.
6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776,
1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, 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.
7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San.
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8. Freight (F.O.B. Destination). Contractor assumes full responsibility for all transportation,
transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or termination, OC San shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 10. Contractor Safety Standards and Human Resources Policies. OC San requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and local regulations as well as the Contractor Safety Standards while working at OC San locations.
If, during the course of the Contract, it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal
to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OC San, nor shall Contractor allow any subcontractor to
commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to obtain and maintain the required insurance coverage shall result in termination of this Contract. 12. Bonds. Not Used 13. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Contractor’s Services under this Contract, or by its subcontractor(s), or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OC San, Contractor shall indemnify, protect, defend, and hold harmless OC San, its elected and appointed officials, officers, agents, and employees from and against any and all claims, liabilities, damages, or expenses of any nature, including attorneys’ fees: (a) for injury to or death of any person, or damage to property, or interference with the use of property arising out of or in connection with Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any
acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’s duty to defend shall apply whether or not such claims,
allegations, lawsuits, or proceedings have merit or are meritless; or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent; or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and
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experienced legal counsel acceptable to OC San. This section shall survive the expiration or
early termination of the Contract. 14. Independent Contractor. The relationship between the Parties hereto is that of an
independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees. 15. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OC San. Any such attempted
delegation or assignment shall be void. 16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 17. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall
be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract.
18. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor.
19. Applicable Laws and Regulations. Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 20. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. Any and all fees required by Federal,
State, County, City, and/or municipal laws, codes, and/or tariffs that pertain to the work performed under this Contract will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water
Codes Division 2. 22. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to Contractor, its subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open
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field spray painting, or demolition of asbestos containing components or structures shall
comply with the appropriate rules and regulations of SCAQMD. 24. California Air Resources Board Mobile Source Regulations.
Contractor and its applicable consultants, 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
25. 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 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. 26. Warranties. In addition to the warranties stated in Exhibit “A,” the following shall apply: 26.1 Manufacturer’s standard warranty shall apply. All manufacturer warranties shall commence on the date of acceptance of the work as complete by the OC San Contract Manager or OC San Designee. 26.2 Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services
provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense.
27. Dispute Resolution. 27.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County (“JAMS”), or any similar organization or entity conducting an alternate dispute resolution process. 27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to Code of Civil Procedure, Part 3, Title 9, sections 1280 et seq. For such purpose, an agreed arbitrator shall be
selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to Code of Civil Procedure section 1283.05. The
General Services Contract 8 of 11 Specification No. S-2025-684BD
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arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make
such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator’s decision and award shall be subject
to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 28. Liquidated Damages. Not Used 29. Remedies. In addition to other remedies available in law or equity, if Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San
may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 30. Force Majeure. Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government, or any other cause beyond its control, but the
affected party shall use reasonable efforts to minimize the extent of the delay. Work affected by a force majeure condition may be rescheduled by mutual consent of the Parties. 31. Termination. 31.1 OC San reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination.
31.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract.
31.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:
if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or
if Contractor sells its business; or
if Contractor breaches any of the terms of this Contract; or
if the total amount of compensation exceeds the amount authorized under this Contract. 31.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first.
General Services Contract 9 of 11 Specification No. S-2025-684BD
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32. Attorney’s Fees. If any action at law or in equity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be
entitled. 33. Waiver. The waiver by either party of any breach or violation of, or default under, any provision of this Contract shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OC San does not object shall not operate as a waiver of OC San’s rights to seek remedies available to it for any subsequent breach.
34. Severability. If any section, subsection, or provision of this Contract; or any agreement or instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties.
35. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract.
36. Governing Law. This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange in the event
any action is brought in connection with this Contract or the performance thereof. 37. Notices. 37.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses:
OC San: Cody Harms Buyer
Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708
Charms@OCSan.gov Contractor: Wesley Paul VP Corporate Controller Integrated Power Services – Corporate Office 250 Executive Center Drive Greenville, South Carolina, 29615 WPaul@ips.us
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37.2 Each party shall provide the other party written notice of any change in address as soon
as practicable. 38. Read and Understood. By signing this Contract, Contractor represents that it has read and
understood the terms and conditions of the Contract. 39. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements,
understandings, and negotiations between the Parties with respect to the subject matter hereof. [Intentionally left blank. Signatures follow on the next page.]
General Services Contract 11 of 11 Specification No. S-2025-684BD
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IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors
Dated: _________________ By: Kelly A. Lore Clerk of the Board
Dated: _________________ By:
Kevin Work Purchasing & Contracts Manager
IPS PowerServe Dated: _________________ By: Wesley Paul VP Corporate Controller
CH
EXHIBIT A Specification No. S-2025-684BD
EXHIBIT A
SCOPE OF WORK For On-Call Maintenance Services for Electrical Equipment
EXHIBIT A – CONFORMED Page 1 of 18 Specification No. S-2025-684BD
EXHIBIT A
SCOPE OF WORK
For
ON-CALL MAINTENANCE SERVICES FOR ELECTRICAL EQUIPMENT
SPECIFICATION NO. S-2025-684BD
1. Purpose
This Scope of Work (SOW) describes the Contractor requirements to provide on-call
maintenance services to perform preventive maintenance (PM) and corrective maintenance
(CM) tasks on electrical equipment located at the Orange County Sanitation District’s (OC
San’s) Reclamation Plant No. 1 (Plant No. 1), and Reclamation Plant No. 2 (Plant No. 2),
Headquarters (HQ), and at sixteen (1 ) remote Pump Stations throughout Orange County.
2. Description of Facilities
Plant No. 1
Plant No. 1’s electrical distribution system (see Appendix 2A: Plant No. 1 Single Line Diagrams) consists of a primary-selective 12.47kV backbone fed from a double-ended utility
substation (SCE Orcosan Sub). The backbone supplies power to twelve (12) Power Buildings
(in-plant secondary substations) some of which have diesel standby generators.
A major component of the backbone system is the Central Generation (CenGen) facility that
produces 12kV power via up to three (3), 2.5-megawatt reciprocating engines running
continuously on sludge digester gas and natural gas. The CenGen facility operates in parallel
with utility power and directly feeds several of the power buildings.
The 12.47kV system contains a mix of medium voltage vacuum circuit breakers with protective relays and load interrupter switches with fuse protection.
Most power buildings are double-ended with 480V secondary-selective switchgear. The
blower buildings are double ended with 4.16kV and 480V switchgear.
Plant No. 1 also has several support building complexes that have single-ended 480V and 208V main switchboards with fixed molded-case circuit breakers.
For all Motor Control Centers (MCC’s) that have internal main breakers the main is a fixed mount molded-case breaker. Other MCC’s are directly fed from upstream breakers and have no internal main.
Plant No. 2
Plant No. 2’s electrical distribution system (see Appendix 2B: Plant No. 2 Single Line
Diagrams) consists of a primary-selective 12.47kV backbone fed from SCE Orcogen Sub, the
utility substation serving Plant No. 2. The backbone supplies power to seven (7) distribution
centers (having 12kV switchgear) and eight (8) Power Buildings, some with diesel standby
generators.
The Plant No. 2 CenGen facility produces 12kV power via up to five (5), 3-megawatt reciprocating engines running continuously on sludge digester gas, natural gas, and a 1-megawatt steam turbine running on engine exhaust waste heat. The CenGen facility operates
EXHIBIT A – CONFORMED Page 2 of 18 Specification No. S-2025-684BD
parallel with utility power and directly feeds several of the distribution centers and power buildings.
Plant No. 2’s 12.47kV system contains a mix of medium voltage vacuum circuit breakers with protective relays and load interrupter switches with fuse protection. Most distribution centers and power buildings are double-ended with 480V secondary-selective switchgear. The Gas Compressor Building has double ended 4.16kV and 480V MCCs. The Operations Center and Maintenance Building (O&M Building) have single-ended 480V mains.
As with Plant No. 1, for all MCC’s that have internal main breakers, the main is a fixed-mount molded-case breaker. Other MCC’s are directly fed from upstream breakers and have no internal main.
Headquarters Building
The Headquarters Building electrical distribution system (see Appendix 2D: Headquarters
Single Line Diagram) consists of a primary 12.47kV backbone fed from OC San’s Power
Building 3A which is one of the twelve (12) Power Buildings described in Plant No. 1
distribution facility (see Plant No. 1 Description).
The Headquarters Building is also connected to three (3) solar arrays which consist of two (2)
71.8 Kw rooftop arrays and one (1) 215.3 Kw parking lot array, which is tied into Headquarters
480V switchboards.
Pump Stations
OC San’s Pump Station Network throughout Orange County is on Southern California Edison
(SCE) owned 480V transformer power in fifteen (15) of the sixteen (16) pump stations. One
pump station (Main Street) is powered by an SCE owned 4.16kV transformer to an OC San
owned 4.16kV switchgear, which powers the two (2) OC San owned 480V transformers.
Of the sixteen (16) pump stations, seven (7) stations have onsite 480V generators that
automatically start up in a loss of SCE power distribution to maintain the pumping ability of the
pump station.
3. Definitions
Corrective Maintenance Event (CM) – shall mean all the activities involved with repairing electrical equipment at a location within either Headquarters, Plant No. 1, Plant No. 2, or Pump Stations, at a time and date designated by OC San for such activities. CM Event
activities shall include planning/coordination with OC San, mobilization, equipment setup,
Lock-Out Tag-Out (LOTO, CM per NFPA 70B), protective device handling and setup,
documentation, and site restoration.
Critical Breaker – defines a circuit breaker critical for normal operation of a plant facility and cannot be turned off. If the critical breaker is turned off for a short period, it would disrupt normal operation of that facility.
Maintenance Event – shall mean all the activities involved with testing, maintaining, or repairing electrical equipment at a location within either Headquarters, Plant No. 1, Plant No. 2, or Pump Stations.
EXHIBIT A – CONFORMED Page 3 of 18 Specification No. S-2025-684BD
Maintenance Event Mobilization/Demobilization - shall mean when the Contractor or Contractor Designee, at the direction of the OC San Contract Manager, or OC San Designee moves their work forces and equipment onto the Work Order site at the start of the PM or CM Event and removes on completion of the Work Order, or at the direction of the OC San Contract Manager, or OC San Designee and returns worksite(s) to pre-existing condition to
the satisfaction of the OC San Contract Manager, or OC San Designee.
Maintenance Job Plans (JP) – A maintenance job plan is a pre-defined, step by step task
associated with preventive, predictive and corrective maintenance for a particular asset.
Included in each JP are associated tasks, task duration, material/parts & quantities, craft
requirement (i.e. Mechanic, Electrician, Maintenance Worker, etc.), labor estimate (number of
people & for how long), and any specialized tools.
NETA – The International Electrical Testing Association is an organization that serves the
electrical testing industry by offering accreditation of third-party electrical testing firms and
certifying electrical testing technicians.
NETA MTS – The NETA Standard Maintenance Testing Specifications for Electrical Power Equipment and System – 2023 Edition.
NFPA 70B – National Fire Protection Association Recommended Practice for Electrical Equipment Maintenance; a standard that addresses recommended electrical equipment maintenance.
OC San Contract Manager – shall mean the OC San employee who is the main point of contact for all issues related to this Contract.
OC San Designee – shall mean the OC San employee who is designated by the OC San
Contract Manager to act on his or her behalf.
Preventive Maintenance Event (PM) –shall mean all the activities involved with testing or
maintaining electrical equipment at a location within either Headquarters, Plant No. 1, Plant
No. 2, or Pump Stations, on a date arranged for such activities. PM Event activities shall
include advance planning/coordination with OC San, mobilization, equipment setup, Lock-Out
Tag-Out (LOTO, PM per NFPA 70B), protective device handling and setup, documentation,
and site restoration.
Work Order – shall mean the individual Maintenance Event, or collection of Maintenance
Events for a given area or location, requested by the OC San Contract Manager, or OC San
Designee for Contractor to perform. Each Work Order shall be assigned, by OC San, a unique
Work Order number.
Temporary Standby – shall mean when the Contractor, at the direction of the OC San
Contract Manager or OC San Designee, keeps their work forces and equipment at the project
site available for work but not put into operation until notified, or other Electrical activities as instructed by the OC San Contract Manager, or OC San Designee. In the event that OC San is aware that the Electrical Equipment will not be available for an extended period, Contractor and OC San Contract Manager, or OC San Designee shall mutually agree that the Contractor shall demobilize in writing via email. OC San reserves the right to extend the standby time if it is acceptable to the Contractor.
EXHIBIT A – CONFORMED Page 4 of 18 Specification No. S-2025-684BD
4. Contractor Qualifications
4.1. California C-10 Licensing
Contractor shall possess and maintain, throughout the life of this Contract, a current,
valid C-10 Electrical Contractor License, issued by the California Contractors State License Board. 4.2. NETA Membership Listing
The Contractor’s firm shall be a NETA member firm, in good standing for at least three
(3) years, and shall remain a NETA member firm, in good standing for the duration of the Contract.
4.3. Contractor Responsibilities
The Contractor’s staff shall be fully trained and qualified, prior to the start of any work, to: 1. Competently handle and operate all test equipment used by the Contractor for
the services performed under this Contract. 2. Enable Contractor to effectively maintain and test all relevant equipment, ensuring efficient and competent performance throughout the duration of the
Contract. 3. All work performed under this Contract shall be limited to non-public works activities. No public works projects, as defined under state and local regulations,
are authorized under this Contract. 4.4. Qualified Technician Staff List
At the Contract Kick-Off Meeting, Contractor shall submit to OC San its list of qualified
technicians who will be performing the maintenance work under this Contract.
Contractor shall obtain written approval of the OC San Contract Manager, or OC San
Designee on any proposed substitutions of technicians in writing via email, before they
will be permitted to perform work under this Contract.
Project Manager - Contractor’s main contact to the OC San Contract Manager or OC San Designee regarding all contract matters (technical, contractual, and otherwise) with authority to make all related decisions on behalf of the Contractor and all its resources. In addition, this role shall be authorized and capable of managing and leading multi-team projects.
Lead Maintenance Technician - This role shall be authorized and capable to conduct tests of complex (multi-function) equipment, analyze test data, plan individual Work Orders authorized by OC San Contract Manager or OC San Designee, and lead a team of qualified maintenance workers as described in this document. Maintenance Technician - Under supervision of the Lead Maintenance Technician, Maintenance Technicians shall conduct NFPA 70B Electrical Maintenance services. As directed, isolate and ground power equipment safely, connect test equipment, conduct and document standard tests.
EXHIBIT A – CONFORMED Page 5 of 18 Specification No. S-2025-684BD
Maintenance Worker - Under the direct supervision of Maintenance Technician or Lead Maintenance Technician, Maintenance Workers shall work safely around electrical power equipment and cabling; identify test equipment; and make simple electrical connections.
All Maintenance Technicians, whether direct employees, subcontractors, or temporary
employees of Contractor shall be currently NETA certified and present proof thereof.
The technical qualifications and certification (by NETA) are summarized in Table-1
below.
Table - 1
Contractor Staff Certification Requirements
# Role Required NETA Certification
Level
1 Project Manager NETA 2 or Higher
2 Lead Maintenance
Technician
NETA 3
3 Maintenance
Technician
NETA 2
4 Maintenance
Worker
NETA 1
4.5. Electrical Test Data Management via Database Software
The OC San O&M Department currently utilizes PowerDB database to store, track, and
report electrical test data. The preferred method for Contractor to submit test data is via
Digital Power DB files in addition to PDF files. OC San will provide Power DB files that
can be completed without requiring additional software downloads or installations.
4.6. Maintenance Equipment
4.6.1. Equipment Technology
All key test equipment used by the Contractor and its Subcontractors shall
preferably be capable of interfacing with PowerDB software to automatically record
and organize test data as it is acquired.
4.6.2. Equipment Calibration
Contractor shall have a test instrument calibration program that ensures that all
applicable instruments are maintained within rated accuracy. The accuracy shall be
directly traceable to the National Institute of Standards and Technology (formerly the
National Bureau of Standards).
Dated calibration labels shall be visible and legible on all test equipment, and up-to-date records and calibration instructions shall be maintained for each test instrument. The calibrating standard shall be of a higher accuracy than that of the instrument tested.
All applicable test equipment used by the Contractor shall be calibrated at a maximum twelve (12) month interval. Equipment with calibration labels older than
EXHIBIT A – CONFORMED Page 6 of 18 Specification No. S-2025-684BD
twelve (12) months shall be considered as out of calibration and shall not be used
for maintenance or testing under this Contract.
4.6.3. Calibrated Torque Tools
Adjustable torque wrenches and screwdrivers shall be calibrated at a maximum six-
month interval and labeled accordingly. Equipment with calibration labels older than
twelve (12) months shall be considered as out of calibration and shall not be used
for maintenance or testing under this Contract.
4.7. Support Equipment
4.7.1. Temporary Lighting
The Contractor is responsible to provide any lighting necessary to perform their tasks to complete services performed under this Contract.
4.7.2. Portable Generator
The Contractor shall provide portable generators with sound attenuated enclosures
to power their equipment and lighting.
The Contractor shall be responsible for all aspects of their generators including, but not limited to, connecting cabling, operation, maintenance, fueling, spill containment, and cleanup requirements.
4.7.3. Lifting of Large Equipment
Some of the work locations are on platforms above grade or below grade. The
Contractor shall provide its own lifting means required to perform its Events for
heavy electrical equipment (for example; high-current breaker test equipment, or
where elevators are not available). The Contractor shall provide these lifting means
at no additional cost to OC San.
4.7.4. Parking and Secure Equipment Storage
OC San is not responsible for any items lost from the Contractor’s vehicles or storage areas. The Contractor will be permitted to park their vehicles or trailer, for the duration of the work described herein, on OC San property approved by the OC
San Contract Manager or OC San Designee. However, parking at the jobsites will
be limited and no overnight vehicle parking will be available.
5. Project/Work Elements
5.1. Plant Electrical Equipment Location Maps
The Contractor shall perform maintenance and testing of power distribution equipment at
OC San’s Distribution Centers, Power Buildings, and other equipment locations at both
plants as well as any replacement devices should they be required. OC San will provide
the replacement devices and make them available to the Contractor for testing and
installation.
EXHIBIT A – CONFORMED Page 7 of 18 Specification No. S-2025-684BD
IMPORTANT NOTE: The “Protective Relay and Circuit Breaker Testing” contract will test
and set under separate contract in a separate PM testing cycle. The Electrical System Protective Devices to be tested and maintained under this Contract are those devices not included in that testing cycle yet are required to be tested under NFPA 70B/NETA MTS standards. Setting data for these devices will be made available to the Contractor as they are encountered in the progress of work.
For additional information, see Appendix 1A-1D Location Maps – Plant No. 1, Plant No.
2, Headquarters, & Pump Stations, and Appendices 2A-2D Single Line Diagrams.
5.2. Electrical Equipment Maintenance Activities
The Contractor shall perform maintenance and testing of electrical equipment. OC San will be using the electrical testing and maintenance procedures established by NFPA 70B, NETA, and OC San internal preventive maintenance forms (Job Plans). See samples of these Job Plans, outlined in Appendix 3: Sample OC San NFPA 70b Preventive Maintenance Job Plans.
5.3. OC San As-Built Documentation Supplied to the Contractor
5.3.1. Electrical Equipment Data and Settings
The maps supplied in Appendix 1: Location Maps – Plant No. 1, Plant No. 2,
Headquarters, & Pump Stations show electrical equipment locations Headquarters,
Plant No. 1, Plant No. 2, and Pump Stations in relation to buildings and roadways.
5.3.2. Single-Line Diagrams
Appendices 2A-2D Single Line Diagrams include plant overall and detailed single-
line diagrams for all electrical distribution equipment at the electrical facilities
identified above.
5.3.3. List of Electrical System Protective Devices to Be Tested Under This
Contract
The Maintenance Events in this Contract will include, but not be limited to, testing of
molded-case feeder circuit breakers within the equipment. The setting data for
many of these devices is not available.
During the progress of work on this Contract, the Contractor shall compile “as-
found” setting data tables for these molded-case feeder circuit breakers. The Contractor shall submit these tables with the Final Reports.
5.4. Planning of Work
5.4.1. Interruption of Work
The Contractor shall be aware that the work may require interruptions of power to
the entire equipment lineup at a facility location. During the progress of work, OC
San may require power to selected critical equipment and loads to be provided to
resume operation of the facility should flow circumstances change. Unless advised
EXHIBIT A – CONFORMED Page 8 of 18 Specification No. S-2025-684BD
otherwise, the Contractor shall remain on standby on the premises during any
interruption of the work.
If the Contractor must cancel a scheduled Maintenance Event or a day of Maintenance Events, the Contractor shall notify the OC San Contract Manager, or OC San Designee in writing via email as soon as possible, but no later than the day prior and include the reason for the cancellation. If the Contractor does not notify OC San before the day scheduled, the Contractor shall provide a credit to OC San for the cost of a Maintenance Event mobilization/demobilization per Exhibit B: Cost Proposal Form.
If OC San must cancel a scheduled Maintenance Event due to unforeseen circumstances and the Contractor has already mobilized for that Maintenance Event, OC San will pay the cost of a Maintenance Event Mobilization/Demobilization
per Exhibit B: Cost Proposal Form.
5.4.2. Look-Ahead Schedule
OC San plans its Electrical Facilities PM work by using a three (3) - week look
ahead schedule. OC San uses this schedule to determine the priority PM sequence.
OC San will use this method to plan the PM Event assignments for the Contractor.
5.4.3. Project Management Coordination Meetings
The Contractor’s Project Manager shall participate in periodic meetings as needed
and job walks with the OC San Contract Manager or OC San Designee to review
PM progress, discuss upcoming PM events, LOTO, and any difficulties being
encountered in accomplishing the work.
5.5. PM Events
Besides actual testing and maintenance, event activities include, but are not limited to, test
and maintenance equipment mobilization, power isolation/lockout-tag-out, test equipment
setup, electrical equipment enclosure access, preventive maintenance and testing, PM
documentation, enclosure reassembly, and site restoration.
5.5.1. Electrical Equipment Isolation/Lock-Out, Tag-Out
OC San O&M Staff will perform all switching operations and LOTO procedures as
required prior to the scheduled start of Maintenance Event activities.
The Contractor must participate in LOTO planning as part of the Maintenance Event coordination meetings. Each Contractor’s employee involved in the Maintenance Event activities must apply his or her own lock.
5.5.2. PM/Test Equipment Setup
The Contractor shall provide all items required to perform PM work including, but
not limited to safety, maintenance, and test equipment; cabling or bussing, clamps,
and hardware for temporary connections; hand and power tools, extension cords,
portable lighting and temporary power, tables, and chairs.
EXHIBIT A – CONFORMED Page 9 of 18 Specification No. S-2025-684BD
The Contractor may stage their PM equipment ahead of the start time of PM activities.
However, all staging and equipment set up activities shall be coordinated with the
OC San Contract Manager, or OC San Designee. OC San assumes no
responsibility for the security of the Contractor’s property. Furthermore, at no time
shall placement of the Contractor’s items obstruct access to building doorways or
active electrical or pump facilities/equipment.
5.5.3. Protective Device Handling and Setup
The Contractor shall disconnect and, if necessary, physically remove protective
devices for testing and reinstall them after testing.
The Contractor shall un-land wiring to hard-connected devices as required for testing and re-land them after testing. The Contractor shall verify correct operation of the implacable device upon completion of re-landing. The Contractor shall arrange for the OC San Contract Manager, or OC San Designee to witness this verification.
5.5.4. Maintenance Event Documentation
The Contractor shall document every electrical inspection item, test, and repair
performed during the Maintenance Event using computer database-driven
standardized forms. These forms shall be submitted via email to the OC San
Contract Manager, or OC San Designee for comment in the Portable Document
Format (PDF) as a Draft Report at the end of each Maintenance Event.
The OC San Contract Manager or OC San Designee will review the Draft Reports
and provide comments along with acceptance or rejection of the Draft Report. OC
San may require the Contractor to retest should the Draft Report be found
unsatisfactory. After all comments have been successfully resolved, the Contractor
shall resubmit the Final Report. For more details see Section 7 (Contract Schedule),
Section 9.1 (Draft Reports), and Section 9.2 (Final Report).
5.5.5. Maintenance Event Site Restoration, Equipment Inspection, and Re-
Energization
Prior to restoration of power to the equipment, the OC San Contract Manager, or
OC San Designee shall inspect the Contractor’s work and note any deficiencies.
The Contractor shall promptly correct any deficiencies.
The Contractor shall ensure that:
1. All devices have been properly reinstalled 2. All un-landed wiring has been correctly re-landed
3. All device test labels have been placed and are correct and legible
4. All equipment assemblies and bussing have been correctly
reassembled/torqued
5. All internal fasteners have been accounted for 6. All enclosure covers have been correctly reinstalled with all required fasteners
EXHIBIT A – CONFORMED Page 10 of 18 Specification No. S-2025-684BD
7. All Contractor tools and equipment have been removed
5.5.6. Equipment Re-Energization
Once all inspection items have been addressed sufficiently to permit restoration of
power, the Contractor shall remain present for the re-energization and removal of
safety locks and tags.
5.6. NETA and NFPA 70B Standards
All protective devices in this Contract shall be inspected, tested, and calibrated in
accordance with latest applicable NETA Standards. See Section 3 (Definitions).
The Contractor shall apply new calibration labels and shall include the device loop tag number and test date. The labels and written information shall be easily legible and filled out using permanent sunlight-resistant long-lasting ink. All electrical equipment items in this Contract shall be inspected and tested in accordance with applicable NETA and NFPA 70B Standards.
The Contractor shall apply new tags that shall include the device loop tag numbers and date.
5.7. Failed Devices or Equipment Items
When a device or item fails any test, the Contractor shall promptly notify the OC San
Contract Manager, or OC San Designee for resolution and allow OC San to plan for item
replacement or equipment repair. OC San O&M Staff shall remove the device from
service via proper LOTO procedures when applicable.
5.8. Protective Relays
The Contractor shall at a minimum, perform all required tasks listed in the latest version of
NETA MTS. See Section 3 (Definitions).
5.8.1. Re-testing of Hard-Wired Relays
Re-testing that is required, of hard-wire non-drawn out relays without test switches,
because of a PM or CM shall require the Contractor to un-land wiring for testing and
re-land afterward. The Contractor shall verify correct operation of the device upon
completion of re-landing. The Contractor shall arrange for OC San Contract
Manager or OC San Designee to witness.
5.8.2. Mechanical and Electronic (Solid State) Discrete Relays
The Contractor shall perform all required maintenance tasks as specified in NETA
MTS.
The Contractor shall document all positions of settings switches and jumpers both external and internal (e.g., Basler BE1-25).
EXHIBIT A – CONFORMED Page 11 of 18 Specification No. S-2025-684BD
5.8.3. Digital Programmable Relays (DPR’s)
The OC San Contract Manager, or OC San Designee will provide program files, if
available, of DPR’s being tested in this Contract, to the Contractor prior to testing.
The Contractor shall compare the files on record with the program resident in the
relay and note any differences. The Contractor shall work with the OC San Contract
Manager, or OC San Designee to resolve such differences.
The Contractor shall document any relay settings that may not have been included in previous file listings. The Contractor shall test and calibrate solid state and DPR’s, including those protective relays located in variable frequency drive (VFD) cabinets. The Contractor shall produce a table for each digital relay listing the available settings, the factory default for each setting and the “as left” setting. In addition to providing these setting tables, the Contractor shall download the actual digital files from the relays themselves and submit copies to OC San on to the cloud base One Drive platform (OC San will provide Contractor access once contract is executed). The files shall be indexed according to location, switchgear, cubicle and relay tag number.
5.9. Low Voltage Circuit Breakers
The Contractor shall at a minimum, perform all required tasks listed in the latest version of
NETA MTS Sections 7.6.1.1 and 7.6.1.2.
5.9.1. Power Circuit Breakers
Some power circuit breakers are equipped with Kirk-Key mechanical interlocks and
electrical Truck-Operated Contact (TOC) and Mechanism Operated Contact (MOC)
position switches involved with interlocking/transfer schemes or Supervisory
Control and Data Acquisition (SCADA). In addition to the above NETA tests, the
Contractor shall verify that Kirk-Key interlocks and TOC/ MOC interlock switches
are correctly operating.
5.9.2. Molded-Case Circuit Breakers
All molded-case circuit breakers shall be megger tested. Their primary contacts
shall be tested by low-resistance ohmmeter.
Some molded-case circuit breakers are equipped with Kirk-Key mechanical interlocks and auxiliary contacts. In addition to the above NETA tests, the Contractor shall verify that Kirk-Key interlocks and auxiliary contacts are correctly operating.
5.9.3. Primary Injection Testing
Low-voltage circuit breakers that require re-testing, because of a PM or CM work
found by Contractor, in this Contract shall be tested by primary current injection per
current NETA standards. Circuit breakers that are identified by OC San (per job
plan) shall be tested by current injection as well
EXHIBIT A – CONFORMED Page 12 of 18 Specification No. S-2025-684BD
5.10. Variable Frequency Drives (VFD)
The services provided under this Contract shall include the following: VFD Maintenance
Events, which have drive input voltages that range from 120 volts and up to 12.47KV.
5.10.1. Variable Frequency Drive Preventive Maintenance
5.10.1.1. Inspections and Testing:
1. Verify VFD installation, wiring, grounding, and ventilation. 2. Inspect VFD for overheating, vibrations, and unusual sounds. 3. Perform load testing and check output voltages and frequencies.
5.10.1.2. Cleaning and Verification:
1. Clean the VFD and its components, including fans, filters, and cooling systems. 2. Perform verification of all sensors and parameters as needed to OC San’s specifications.
5.10.1.3. Software and Firmware Updates (upon approval from OC San Contract Manager or OC San Designee):
Check for and install any software or firmware updates to improve
performance or security upon request from OC San Contract Manager or
OC San Designee.
5.10.1.4. Documentation Review:
1. Review and update maintenance logs, VFD settings, and operational
history. 2. Provide a report of maintenance performed and any recommended improvements to OC San Contract Manager or OC San Designee.
5.10.2. Corrective Maintenance of VFDs
5.10.2.1. Troubleshooting:
1. Diagnose any operational issues or faults with the VFD.
2. Troubleshoot and identify problems like power supply issues, controller failures, or electrical faults.
5.10.2.2. Repairs:
1. All repairs must be quoted and authorized by OC San Contract Manager or OC San Designee, prior to the start of work. 2. Provide on-site or off-site repairs for malfunctioning VFDs. For all off-site repairs, Contractor shall bear all responsibility for the unit, including damages, from the time the unit is removed from the location until it is reinstalled and approved by OC San. 3. Replace or repair damaged components (e.g., cooling fans, capacitors,
controllers, power modules, etc.). 4. Verify that VFDs are restored to their full operational state after repair. 5. Cost of materials (see Materials Costs under sections 5.11 & 5.12)
5.10.3. Documenting and Reporting of VFD CMs and PMs
5.10.3.1. Service Reports:
EXHIBIT A – CONFORMED Page 13 of 18 Specification No. S-2025-684BD
1. Provide detailed service reports for each maintenance or repair visit,
including but not limited to: Work performed, parts replaced,
recommendations for further action, and operational status of the VFD.
5.10.3.2. Maintenance Logs:
1. Maintain accurate logs of maintenance activities for each VFD unit. 2. Log of drive configuration and parameters 3. Error and Alarm Log
5.10.3.3. Compliance and Standards:
1. Ensure all services are performed in compliance with relevant safety
standards and manufacturer guidelines
5.11. Non-Urgent Miscellaneous Corrective Maintenance
1. Contractor shall provide services to troubleshoot and diagnose electrical plant systems and equipment on an as needed basis initiated by OC San Maintenance Staff. 2. Contractor shall then provide corrective maintenance or repairs to the electrical plant systems following troubleshooting and diagnosis and issuance of an authorized OC San Work Order. 5.11.1. Upon arrival at the site, Contractor shall:
1. Evaluate the specific materials and labor required to complete the repair. 2. Develop an estimate of expected costs. 3. Develop a completion schedule.
4. All work performed under this Contract shall be limited to non-public works activities. No public works projects, as defined under state and local regulations, are authorized under this Contract. Contractor shall provide OC
San Contract Manager, or OC San Designee with an estimate, for approval of the repair cost and completion schedule, prior to proceeding with the work. 5. Complete a Job Safety Assessment (JSA) with OC San’s Risk Management. 6. Contractor shall proceed with the repair work ONLY after the approval of the estimate from OC San Contract Manager or OC San Designee. No overtime work shall be performed without the express prior written authorization of OC San’s Contract Manager or OC San Designee. Any overtime work performed without the prior authorization of OC San’s Contract Manager or OC San Designee will only be paid at regular hourly rates. 7. Contractor shall complete all work in accordance with the approved estimate. If any additional work is required, The OC San Contract Manager or OC San
Designee must be notified, and additional approval provided. 8. Contractor is required to obtain approval for additional expenses before proceeding with work that exceeds the approved estimate. 9. Contractor shall complete all work in accordance with the completion schedule or must contact OC San’s Contract Manager or OC San Designee to establish a revised schedule for completion.
10. Materials Costs – Parts purchased by the Contractor for repair of equipment will be charged the actual cost of the parts (including applicable taxes) plus a 10 percent markup. Contractor shall pre-pay all freight charges. Contractor shall provide an itemized copy of the supplier’s invoice with the Contractor’s final invoice to OC San’s Contract Manager or OC San Designee and OC San’s Accounts Payable (AP).
EXHIBIT A – CONFORMED Page 14 of 18 Specification No. S-2025-684BD
5.12. Urgent Repairs
1. Contractor shall dispatch repair personnel on site within four (4) hours after notification of urgent repair. Contractor shall provide timely responses in accordance with these requirements and within all specified deadlines The determination of whether any repair requests constitutes an urgent matter shall be made solely by OC San. 2. Contractor shall be required to provide 24/7 urgent response services for critical failures or breakdowns. 5.12.1. Upon arrival at the site, Contractor shall:
1. Evaluate the specific materials and labor required to complete the repair. 2. Develop an estimate of expected costs.
3. Develop a completion schedule. 4. All work performed under this Contract shall be limited to non-public works activities. No public works projects, as defined under state and local regulations, are authorized under this Contract. Contractor shall provide OC San Contract Manager, or OC San Designee with an estimate, for approval of the repair cost and completion schedule, prior to proceeding with the work. 5. Complete a Job Safety Assessment (JSA) with OC San’s Risk Management. 6. Contractor shall proceed with the repair work ONLY after the approval of the estimate from OC San Contract Manager or OC San Designee. No overtime
work shall be performed without the express prior written authorization of OC San’s Contract Manager or OC San Designee. Any overtime work performed without the prior authorization of OC San’s Contract Manager or OC San
Designee will only be paid at regular hourly rates. 7. Contractor shall complete all work in accordance with the approved estimate. If any additional work is required, The OC San Contract Manager or OC San
Designee must be notified, and additional approval provided. 8. Contractor is required to obtain approval for additional expenses before proceeding with work that exceeds the approved estimate. 9. Contractor shall complete all work in accordance with the completion schedule or must contact OC San’s Contract Manager or OC San Designee to establish a revised schedule for completion. 10. Materials Costs – Parts purchased by the Contractor for repair of equipment will be charged the actual cost of the parts (including applicable taxes) plus a 10 percent markup. Contractor shall pre-pay all freight charges. Contractor shall provide an itemized copy of the supplier’s invoice with the Contractor’s final invoice to OC San’s Contract Manager or OC San Designee and OC
San’s Accounts Payable (AP). 11. Contractor shall warrant all materials and labor one (1) year after completion and acceptance of maintenance and/or repair work (in accordance with the
manufacturer’s warranty) or longer than one (1) year.
5.13. OC San Maintenance Job Plans
Electrical Equipment Maintenance shall be done per the NFPA 70B, NETA and OC San Preventive Maintenance job plans. See Appendix 3: Sample OC San NFPA 70B Preventive Maintenance Job Plans.
6. Contractor Submittals
Contractor shall provide the OC San Contract Manager with information as indicated in Table-2 below:
EXHIBIT A – CONFORMED Page 15 of 18 Specification No. S-2025-684BD
Table-2
Requirement Section When Due
All Testing Technicians Training
Certificates
4.4 At Project Kickoff
Qualified Technician Staff List 4.4 At Project Kickoff
Test Instrument Calibration
Program
4.6.2 At Project Kickoff
Draft Maintenance Event
Reports
5.5.4 End of Each Maintenance Event
per Equipment Location
Relay DPR Files and Setting
Tables
5.8.3 End of Each Maintenance Event
per Equipment Location
Decision Log 8.3 End of each Maintenance Event
7. Contract Schedule
The estimated schedule is listed as shown below in Table-3. For more details see Section
5.5.4 (Event Documentation), Section 9.1 (Draft Reports), and Section 9.2 (Final Report):
Table -3
Event Timeline (Business Days)
Contract Kick-Off Meeting Five (5) Business days from Notice to
Proceed
(Typical) Issue Draft Report for each
Maintenance Event
Two (2) Business days after Maintenance
Event Completion
(Typical) OC San Review of each
Maintenance Event Draft Report
Five (5) Business days after Receipt of
Maintenance Event Draft Report
(Typical) Issue Final Report for each
Maintenance Event
Five (5) Business days after Receipt of
OC San Comments on
Maintenance Event Draft Report
(Typical) Approved Final Report Two (2) Business days after Receipt of
Maintenance Event Final Report
(Typical) Issue Invoice for Maintenance
Event
Five (5) Business days after Receipt of
OC San Final Approval of Maintenance
Event Report
8. Project Management
8.1. Contract Kick-Off Meeting
Within five (5) business days of the Notice to Proceed (NTP) effective date, a Contract
Kick-off Meeting shall be held at OC San facilities with OC San staff and Contractor’s staff
to establish appropriate contacts and review and discuss responsibilities and the work.
EXHIBIT A – CONFORMED Page 16 of 18 Specification No. S-2025-684BD
8.2. Overall Preventive Maintenance Plans
Preliminary overall equipment testing, and maintenance plans will be laid out by the OC
San Contract Manager and will be presented to the Contractor as necessary.
The following guidelines will apply to the sequence of work.
1. While most of this work is expected to be performed between 7:00 A.M. and 3:30 P.M. Monday through Thursday, some work (such as Pump Station PM Events)
may be scheduled on Fridays and weekends, or between 11:00 P.M. and 6:00 A.M., Sunday through Saturday, to coincide with low water flow periods. 2. As much as possible, no actual outage duration shall exceed the specific one approved in advance. Contractor shall notify the OC San Contract Manager, or OC San Designee if there is a possibility of going beyond the approved outage time.
8.3. Preventive Maintenance Coordination Conferences
The Contractor shall conduct meetings with OC San’s Contract Manager, or OC San Designee as needed. These meetings shall be attended by OC San’s Contract Manager or OC San Designee and Contractor’s Project Manager at a mutually agreeable time. The purpose of the meetings shall be to review the status/progress of the Contract, work schedules, budget, project invoices, and any other outstanding issues which may affect Preventive Maintenance work. Contractor shall keep an ongoing record of decisions made in a “Decision Log” and shall submit a copy of the updated Decision Log to OC San’s Contract Manager with each progress meeting. The log shall be broken down per electrical facility/location.
9. Deliverables
For more details see Section 5.5.4 (Maintenance Event Documentation), and Section 7 (Contract Schedule).
9.1. Draft Reports
See Section 5 (Contractor Submittals) above for submittal of PDF Draft Reports at the end
of each Maintenance Event.
9.2. Final Report
See Section 5 (Contractor Submittals) above for submittal of PDF Draft Reports at the end of each Maintenance Event. The Contractor shall provide PDF files of the Draft Final Reports including the following:
1. A discussion section providing a listing of the test equipment used, the test procedures used, and a summary of findings including defective devices or equipment and other maintenance issues 2. Decision Log
3. Copies of the completed field-testing sheets 4. Any “as left” revisions – per Section 5.9.3 ((Digital Programmable Relays (DPR’s))
EXHIBIT A – CONFORMED Page 17 of 18 Specification No. S-2025-684BD
Contractor shall allow five (5) business days for OC San Contract Manager, or OC San Designee’s review of the Draft Final Report. Upon receipt of OC San’s review comments, Contractor shall submit the Final Report incorporating all comments. Contractor shall provide one (1) copy of the Final Report in hard copy as well as a PDF version. 10. Safety & Hazardous Materials
The Contractor shall follow all OSHA and OC San safety requirements and procedures while conducting work on OC San property. The Contractor shall provide OC San with Safety Data Sheets (SDS) for all applicable materials before the material is brought on site.
10.1. Treatment Plant Safety Awareness
The Contractor shall be aware of the use of hazardous materials and potential presence
of hazardous gasses in and around the treatment plant facilities.
There are various alarm systems installed to alert employees of hazardous conditions. The Contractor must instruct their employees of these dangers and that they must evacuate the area immediately should an emergency occur.
10.2. Job Hazard Analyses
Prior to commencing work on each Work Order, a job hazard analysis shall be performed. The Contractor shall attend a job walk in which OC San’s 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. Refer to OC San Safety Policies for a detailed description of OC San’s Control of Hazardous Energy policy and procedure. Two weeks prior to the meeting, the Contractor shall submit a work plan that describes the number of people involved in the work, the work procedures, materials, and equipment to be used, and any applicable Safety Data Sheets. 11. Staff Assistance
An OC San Contract Manager, or OC San Designee will be assigned to work with the Contractor for this Contract. All meetings with OC San Contract Manager, or OC San Designee related to task evaluation will be scheduled through OC San’s Contract Manager, or OC San Designee. OC San will provide one (1) person to accompany the Contractor to provide access to secure areas and to expedite the corrections of any discrepancies found by the Contractor.
12. List of Appendices
Resource Description
Appendix 1A PLANT NO. 1 LOCATION MAP
Appendix 1B PLANT NO. 2 LOCATION MAP
Appendix 1C PUMP STATIONS LOCATION MAP
Appendix 1D HEADQUARTERS LOCATION MAP
Appendix 2A PLANT NO. 1 SINGLE LINE DIAGRAMS
Appendix 2B PLANT NO. 2 SINGLE LINE DIAGRAMS
Appendix 2C PUMP STATIONS SINGLE LINE DIAGRAMS
EXHIBIT A – CONFORMED Page 18 of 18 Specification No. S-2025-684BD
Appendix 2D HEADQUARTERS SINGLE LINE DIAGRAMS
Appendix 3 SAMPLE OC SAN NFPA 70B PM JOB PLANS
13. Invoicing Example:
13.1. Invoices for all Work Orders shall be billed separately and shall identify the OC San
facility where the work was performed, (i.e.: Plant No. 1, Plant No. 2, Pump Stations, or
Headquarters).
13.2. All invoices shall include:
1. The title of the equipment on which the work was performed (i.e., “MCC: RASE-2: VME Service” or “SWGR B: Power Building 7: VM Service” etc.) 2. The date(s) the work was performed. Include multiple dates if work took multiple days 3. The OC San Purchase Order (PO) number and Work Order number 4. An itemized breakdown of all charges including the number, and cost based on the Cost Proposal Form. 4.1. All invoices shall have an itemized breakdown of all charges including: 4.1.1. Labor Hours per Technician (included skill level) 4.1.2. Parts and Materials: OC San reserves the right to request the Contractor to submit a copy of the material supplier’s original receipt to be reimbursed for their purchases of materials per Work Order. 4.1.3. Tax 5. Payment on invoicing shall be released upon receiving Final Report from Contractor.
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4578 Agenda Date:11/5/2025 Agenda Item No:7.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
PROGRESSIVE DESIGN BUILD PROJECT AWARD RESOLUTION
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Adopt Resolution No.OC SAN 25-XX titled:“A Resolution of the Board of Directors of the Orange
County Sanitation District delegating authority to the General Manager to execute amendments to
Progressive Design-Build Contracts.”
BACKGROUND
Orange County Sanitation District (OC San)is beginning to utilize the Progressive Design-Build
(PDB)contracting model to execute a maximum of ten PDB projects,each greater than $5 million in
construction value,in accordance with Senate Bill 278.PDB projects have a minimum of two
contract phases.Phase 1 includes preliminary design,budget development,and negotiation of a
guaranteed maximum price (GMP).Phase 2 includes final design,construction,and project delivery
under the agreed-upon GMP.Some projects may have early procurement and/or early start
contracts.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Sound engineering and accounting practices, complying with local, state, and federal laws
·Comply with Government Code Section 22185 of the Public Contracting Code (PCC,Division
2, Part 3, Chapter 4.7)
PROBLEM
Under the current purchasing authority,the Board of Directors may approve the award of the Phase 1
Design contract for the Design Builder (DB).At the end of Phase 1 (typically 60%design),the DB
will develop a GMP.This price will then be negotiated,and a contract will need to be awarded to
execute Phase 2.It takes approximately three months to go to the Board for contract approval.The
time required to award additional contracts to the DB will result in a pause in the DB’s work.
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File #:2025-4578 Agenda Date:11/5/2025 Agenda Item No:7.
PROPOSED SOLUTION
Adopt a resolution that authorizes the General Manager to amend contracts to DB’s for Phase 2
execution of projects based on the design information developed during Phase 1 of the contract
within the overall contract amount awarded by the Board of Directors.This authorization will facilitate
timely execution of the work while remaining within the bounds of the Board approved overall
contract funding.
TIMING CONCERNS
OC San is scheduled to award the first PDB contract for Ocean Outfalls Rehabilitation,Project No.J-
137, in November 2025.
RAMIFICATIONS OF NOT TAKING ACTION
Without a process and resolution in place,OC San would need to bring each DB contract Phase 2
adjustment to the Board separately,resulting in a longer project schedule and potential delays to the
critical path.
PRIOR COMMITTEE/BOARD ACTIONS
November 2024 -Approved a Professional Services Agreement with Hazen and Sawyer to provide
engineering services for Progressive Design-Build Owner Advisor,Program Management,and
Professional Engineering Support Services,Project No.PDB24-00,for an amount not to exceed
$19,340,000;and approved a contingency of $1,934,000 (10%);and found approval of the
Professional Services Agreement with Hazen and Sawyer is not a project subject to the California
Environmental Quality Act.
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:
·Proposed Resolution No. OC SAN 25-XX
VR:lb
Orange County Sanitation District Printed on 10/28/2025Page 2 of 2
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OC SAN 25-XX-1
RESOLUTION NO. OC SAN 25-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT DELEGATING
AUTHORITY TO THE GENERAL MANAGER TO EXECUTE
AMENDMENTS TO PROGRESSIVE DESIGN-BUILD
CONTRACTS
WHEREAS, the Orange County Sanitation District (“OC San”) passed and adopted
Ordinance No. OC SAN-61 at a regular meeting on the 26th day of July 2023, establishing
the requirements and procedures for the purchase of goods, services, and public works
projects (the, “OC San Purchasing Ordinance”); and
WHEREAS, the OC San Purchasing Ordinance authorizes the Board of Directors
(“Board”) to approve and execute contracts, including Contingency; and
WHEREAS, Contingency is defined in the OC San Purchasing Ordinance as “an
amount above the original Contract price, as awarded by the delegated authority,
established at the time of Contract award, as may be amended thereafter, to be used for
Contract changes”; and
WHEREAS, Section 7.01.C of the OC San Purchasing Ordinance authorizes the
General Manager to approve and execute Amendments to contracts as long as the
Amendments are recommended by the applicable department director and the
Amendments are within the Contingency amount approved by the Board; and
WHEREAS, Section 7.02 of the OC San Purchasing Ordinance authorizes the
General Manager to manage the release of all Contingency funds for use in all
Amendments within the approved Contingency amounts; and
WHEREAS, Amendment is defined in the OC San Purchasing Ordinance as “a
properly executed written agreement entered into and between OC San and the
Contractor or issued by OC San, covering modifications to the original Contract and which
may result in adjustments to provisions of the Contract, including, but not limited to, terms,
scope, compensation, and/or period of performance”; and
WHEREAS, the Board intends to award Progressive Design-Build Contracts for
several progressive design-build projects, with an upper limit that includes a Contingency
for each of the projects.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE AND ORDER:
1. All of the recitals herein contained are true and correct and the Board of Directors
of the Orange County Sanitation District so finds;
2. The General Manager shall be authorized to approve and execute Amendments
to Progressive Design-Build Contracts awarded by the Board for progressive
OC SAN 25-XX-2
design-build projects, including, but not limited to, Amendments to proceed to
Phase 2 of each project, as long as the Amendments are recommended by the
applicable OC San Department Director and the Amendments are within the upper
limit approved by the Board for each project.
3. This Resolution will take effect immediately upon adoption.
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Orange
County Sanitation District held on November 19, 2025.
______________________________
Ryan P. Gallagher
Board Chairman
ATTEST:
_________________________________
Kelly A. Lore, MMC
Clerk of the Board
APPROVED AS TO FORM:
_________________________________
Scott C. Smith
General Counsel
OC SAN 25-XX-3
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District,
do hereby certify that the foregoing Resolution No. OC SAN 25-XX was passed and
adopted at a regular meeting of said Board on the 19th of November 2025, by the following
vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
Orange County Sanitation District this 19th of November 2025.
__________________________________
Kelly A. Lore, MMC
Clerk of the Board of Directors
Orange County Sanitation District
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2023-3182 Agenda Date:11/5/2025 Agenda Item No:8.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
OCEAN OUTFALLS REHABILITATION, PROJECT NO. J-137
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a project budget increase of $10,500,000 for Ocean Outfalls Rehabilitation, Project
No. J-137, for a new total project budget of $110,500,000;
B. Award a Progressive Design-Build Contract with Aqueos Corporation to provide Phase 1
progressive design-build services for Ocean Outfalls Rehabilitation, Project No. J-137, for an
amount not to exceed $16,130,000; and
C. Approve an upper limit for this Contract of $94,193,000, which includes contingency.
BACKGROUND
The Orange County Sanitation District (OC San)either reclaims treated wastewater (known as
secondary effluent)from Plant No.1 and Plant No.2 through the Groundwater Replenishment
System or discharges it to the ocean.Ocean discharge normally occurs through the Long Outfall.
The Short Outfall is used during peak wet weather flows that exceed the Long Outfall capacity,during
maintenance of the Long Outfall, or in the event of an emergency.
The Short Outfall was constructed in 1954,and extends approximately 7,000 feet offshore with a
maximum depth of 65 feet.The Short Outfall has a capacity of 230 million gallons per day (MGD)
and includes a 1,000-foot-long diffuser section that disperses treated wastewater into the ocean and
ends with a flap gate structure.Effluents flows through the Short Outfall need to be chlorinated and
dechlorinated.
The Long Outfall was constructed in 1971 with a capacity of 480 MGD.The main barrel of the
pipeline is 21,400 feet long with a maximum depth of 200 feet,followed by a 6,000-foot diffuser
section,for a total length of 27,400 feet.When the Long Outfall was put into service,the Short
Outfall was placed into standby service.
The outfall system is a vital part of OC San’s infrastructure,ensuring that treated water can be safely
discharged to the ocean.Maintaining the reliability and performance of this system is essential to
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File #:2023-3182 Agenda Date:11/5/2025 Agenda Item No:8.
protecting public health and the environment.
RELEVANT STANDARDS
·Ensure the public’s money is wisely spent
·Sound engineering and accounting practices, complying with local, state, and federal laws
·Maintain a culture of improving efficiency to reduce the cost to provide the current service level
or standard
PROBLEM
In 2022,OC San conducted the Ocean Outfall Condition Assessment and Scoping Study,Project No.
PS18-09,to evaluate the condition of the Long Outfall.This study identified the need for
rehabilitation and outlined recommended repairs for the Long Outfall.To complete this work,the
Short Outfall must first be rehabilitated and placed into service so flows can be diverted from the
Long Outfall during construction.
PROPOSED SOLUTION
Award a Progressive Design-Build (PDB)contract to rehabilitate both the Long and Short Outfalls.
The rehabilitation of the Long Outfall includes unblocking diffuser access ports,replacing hold-down
hardware on inspection hatches,adding ballast rock where needed,replacing existing manhole
covers, removing internal sediment deposits, and replacing the flap gate.
Before work on the Long Outfall can begin,the Short Outfall must first be rehabilitated and placed
into service.This will allow flows to be diverted from the Long Outfall to the Short Outfall while the
Long Outfall is temporarily out of service.The Short Outfall rehabilitation will include cleaning the
circular diffuser ports,removing internal sediment deposits,sealing the rectangular ports,and
performing a detailed inspection.
TIMING CONCERNS
Delaying award of this contract would postpone project completion and could affect the reliability of
the ocean outfall system.
RAMIFICATIONS OF NOT TAKING ACTION
Without the ocean outfalls rehabilitation,OC San’s treated water discharge system may not operate
reliably.
PRIOR COMMITTEE/BOARD ACTIONS
November 2024 -Approved a Professional Services Agreement with Hazen and Sawyer to provide
engineering services for Progressive Design-Build Owner-Advisor,Program Management,and
Professional Engineering Support Services,Project No.PDB24-00,for an amount not to exceed
$19,340,000;and approved a contingency of $1,934,000 (10%);and found approval for the
Professional Services Agreement with Hazen and Sawyer is not a project subject to the California
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File #:2023-3182 Agenda Date:11/5/2025 Agenda Item No:8.
Environmental Quality Act.
ADDITIONAL INFORMATION
Design Builder Selection:
On January 30,2025,OC San hosted a Market Sounding and Industry Forum to assess industry
interest in the project and gather feedback from potential proposers before issuing the Request for
Proposals (RFP).The event was well attended,with more than 130 participants representing
professional firms from across the nation.
Between February 10 and February 27,2025,OC San held one-on-one meetings with nine
interested firms.The purpose of these meetings was to discuss information presented at the Market
Sounding event,such as potential risks,project schedule,technical and insurance requirements,
commercial terms, and other factors that could affect firms’ ability to submit proposals.
OC San issued the RFP on April 29,2025.It was publicly advertised in the Orange County Register
and on the Design-Build Institute of America (DBIA)website,and notifications were sent to
professional firms through OC San’s Vendor Portal in PlanetBids.
The RFP described the following evaluation criteria,which were used to determine the most qualified
Design-Builder.
Description Points
TECHNICAL PROPOSAL EVALUATION CRITERIA
Proposer Profile and Minimum Requirements Responsive/Non-Responsive
Project Understanding and Key Issues 20
Project Team and Key Personnel 20
Project Experience and References 20
Project Delivery and Management Approach 20
Cost Development and Procurement Approach 10
Technical Proposal Maximum Score 90
PRICE PROPOSAL EVALUATION CRITERIA
Phase 2 Design-Builder’s Fee 10
Price Proposal Maximum Score 10
TOTAL PROPOSAL MAXIMUM SCORE 100
This procurement and subsequent evaluation were conducted as a one-step,best-value solicitation
in accordance with Section 22185 of the Public Contracting Code (PCC,Division 2,Part 3,Chapter
4.7) and under the guidance of OC San's Owner-Advisor.
OC San offered optional proprietary meetings to allow prospective proposers to ask questions about
the project’s technical requirements,draft contract documents,and the RFP.These meetings also
gave firms the opportunity to discuss preliminary technical concepts,project delivery approaches,
and proposed revisions to the contract documents.Five proprietary meetings were held on May 28
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File #:2023-3182 Agenda Date:11/5/2025 Agenda Item No:8.
and proposed revisions to the contract documents.Five proprietary meetings were held on May 28
and 29, 2025.
Three proposals were received on July 14,2025,and evaluated in accordance with the evaluation
process set forth in OC San’s Purchasing Ordinance,OC SAN-61 by a pre-selected Evaluation Team
consisting of OC San staff:Two engineering managers,an Operations Manager,a project manager,
and a senior engineer.The team also included non-voting representatives:Two from the Contracts
Administration Division (contracts supervisor and senior contract administrator),an environmental
protection manager, and four members from the Owner Advisor.
The Evaluation Team scored the proposal on the established criteria as summarized in the table
below:
Proposer Aqueos Corporation J.F. Brennan
Company, Inc.
Ballard Marine
Construction, LLC.
Project
Understanding &
Key Issues
(Max. 20 Points)
18.0 14.8 14.0
Project Team & Key
Personnel
(Max. 20 Points)
16.8 12.8 12.4
Project Experience &
References
(Max. 20 Points)
18.0 13.2 12.0
Project Delivery &
Management
Approach
(Max. 20 Points)
17.6 14.0 13.6
Cost Development &
Procurement
Approach
(Max. 10 Points)
8.4 7.0 7.0
Total Score
(Max. 90 Points)
78.8 61.8 59.0
Based on this scoring, all three proposers were invited for an oral interview.
On August 7,2025,Contracts Division staff opened fee proposals and reviewed for responsiveness.
All fee proposals received were responsive.Using the Cost Criterion Score (Cost Criterion Score =
(Lowest Value Proposed)/(Proposer’s Proposed Value)x Maximum possible points)set forth in the
RFP,Contracts staff proceeded with scoring fee proposals.Below is the summary of Proposers’fee
scores:
Proposer Phase 2 Design-Builder’s Fee
(Max. 10 Points)
Ballard Marine Construction, LLC 10.0
Aqueos Corporation 6.1
J.F. Brennan Company, Inc.4.9
Interviews were conducted on August 13,2025.After the interviews,the Evaluation Team scored theOrange County Sanitation District Printed on 10/28/2025Page 4 of 7
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File #:2023-3182 Agenda Date:11/5/2025 Agenda Item No:8.
Interviews were conducted on August 13,2025.After the interviews,the Evaluation Team scored the
three Proposers on both their written proposal and oral interview.The Evaluation Team was in
consensus regarding the overall ranking of the proposers,and scores were consistent.The table
below shows the summary of the final technical scores by proposers.
Proposer Aqueos Corporation J.F. Brennan
Company, Inc.
Ballard Marine
Construction, LLC.
Project
Understanding &
Key Issues (Max. 20
Points)
19.2 15.2 14.4
Project Team & Key
Personnel (Max. 20
Points)
18.0 14.0 13.2
Project Experience &
References (Max. 20
Points)
18.0 14.0 12.0
Project Delivery &
Management
Approach (Max. 20
Points)
18.8 12.4 14.0
Cost Development &
Procurement
Approach (Max. 10
Points)
9.0 6.8 7.0
Total Score (Max. 90
Points)
83.0 62.4 60.6
The fee score was added to the totals.The table below shows the summary of the final scores by
proposers.
Proposer Aqueos Corporation J.F. Brennan
Company, Inc.
Ballard Marine
Construction, LLC.
Project
Understanding &
Key Issues (Max. 20
Points)
19.2 15.2 14.4
Project Team & Key
Personnel (Max. 20
Points)
18.0 14.0 13.2
Project Experience &
References (Max. 20
Points)
18.0 14.0 12.0
Project Delivery &
Management
Approach (Max. 20
Points)
18.8 12.4 14.0
Cost Development &
Procurement
Approach (Max. 10
Points)
9.0 6.8 7.0
Phase 2 Design-
Builder’s Fee (Max.
10 Points)
6.1 4.9 10.0
Total Score (Max. 90
Points)
89.1 67.3 70.6
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File #:2023-3182 Agenda Date:11/5/2025 Agenda Item No:8.
Proposer Aqueos Corporation J.F. BrennanCompany, Inc.Ballard MarineConstruction, LLC.ProjectUnderstanding &Key Issues (Max. 20Points)19.2 15.2 14.4Project Team & KeyPersonnel (Max. 20Points)18.0 14.0 13.2Project Experience &References (Max. 20Points)18.0 14.0 12.0
Project Delivery &
Management
Approach (Max. 20
Points)
18.8 12.4 14.0
Cost Development &
Procurement
Approach (Max. 10
Points)
9.0 6.8 7.0
Phase 2 Design-
Builder’s Fee (Max.
10 Points)
6.1 4.9 10.0
Total Score (Max. 90
Points)
89.1 67.3 70.6
Based on the scoring shown above,Aqueos Corporation was selected as the best value Design-
Builder based on several factors,including technical design,construction expertise,financial stability,
labor availability,safety record,and competitive fee.In its technical proposal and oral interview,
Aqueos Corporation demonstrated strong multidisciplinary capabilities.The firm uses small
workgroups and workshops to foster trust,encourage innovation,and expedite project delivery.It
also applies a tiered approach to conflict resolution that promotes collaboration while minimizing risk
during project delivery.Based on these strengths and the evaluation scoring,the team determined
that Aqueos Corporation represents the best-value Design-Builder to successfully complete the
scope of work at a competitive price.
Negotiations:
Based on the Evaluation Committee’s recommendation,the Director of Engineering authorized the
start of negotiations on August 21, 2025, with the highest-ranking proposer, Aqueos Corporation.
Beginning on August 25,2025,staff conducted negotiations with Aqueos Corporation to clarify the
scope of work,contractual requirements,key assumptions,and the proposed approach for meeting
the project’s goals and objectives.
Several meetings and a site visit were held during negotiations.The scope was revised to include
replacement of Outfall Isolation Valve No.4,a valve that connects the Long and Short Outfalls
together,to ensure reliable isolation during the project’s construction phase.The scope also includes
installing a temporary chlorination tank to ensure OC San’s compliance with its NPDES permit during
Short Outfall service.An improved assumption was added for the CEQA support task based on
recent meetings and discussions with the California Coastal Commission.The Phase 1 schedule
and design allowance task were also refined.
Original Amount Final Negotiated Amount
Phase 1 Services $14,192,699 $16,130,000
The Design-Builder proposed several exceptions to the contract,including provisions related to
insurance,limitation of liability,waiver of consequential damages,and indemnification.These
exceptions were reviewed,revised,and approved during negotiations by the Legal Counsel and Risk
Management teams from both OC San and the Design-Builder.Certain terms,such as beneficial
occupancy and material price escalation,were identified as potential items for negotiation during a
future Guaranteed Maximum Price (GMP) amendment.
Based on the results of these negotiations,staff determined that the final negotiated fee is fair and
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Based on the results of these negotiations,staff determined that the final negotiated fee is fair and
reasonable for this project and recommends awarding the PDB contract to Aqueos Corporation.
OC San underestimated the Phase 1 and Phase 2 costs.Only 10%of the construction cost was
budgeted for design,construction services,project management,and underwater inspection.
Additional budget is needed for design and project management costs,revised scope items
described above,and higher inspection costs.A budget increase of $10,500,000 is recommended to
provide sufficient funds for the PDB contract upper limit.
Future Environmental Compliance Task Budget
There are regulatory requirements for seawater testing and ocean monitoring activities while the
Short Outfall is in service.OC San’s Environmental Compliance Department will carry out these
activities using a combination of consultants,temporary staff,internal personnel,and a contracted
crewed vessel.This item will be presented to the Board for approval at a later date.Recent
budgetary costs indicate that expenses for these activities will exceed the $3,300,000 initially
allocated for this portion of the project.
CEQA
The Phase 1 Scope of Services is exempt from CEQA under the Class 1 and 6 categorical
exemptions set forth in California Code of Regulations Sections 15301 and 15306.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 Progressive Design-Build Contract.The Phase 1 services include
an evaluation of CEQA requirements for Phase 2,Final Design and Construction.Appropriate CEQA
documentation will be filed in the future if required.
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,Ocean Outfalls Rehabilitation,Project No.J-
137).The project budget increase will not affect the current fiscal year cashflow and will be included
in the budget approval process for the upcoming fiscal year.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Draft Progressive Design-Build Contract
·Presentation
VP:lb
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PROGRESSIVE DESIGN-BUILD CONTRACT
FOR
OCEAN OUTFALLS REHABILITATION
PROJECT
Contract No. J-137
TABLE OF CONTENTS
Page
i
PROGRESSIVE DESIGN-BUILD CONTRACT ..................................................................... 1
ATTACHMENT 1 GENERAL CONDITIONS ................................................................. A 1-1
ATTACHMENT 2 PHASE 1 SCOPE OF SERVICES ..................................................... A 2-1
ATTACHMENT 3 SPECIAL CONDITIONS ................................................................... A 3-1
ATTACHMENT 4 DESIGN BUILDER’S RFP PRICING .............................................. A 4-1
ATTACHMENT 5 PERFORMANCE BOND ................................................................... A 5-1
ATTACHMENT 6 PAYMENT BOND (LABOR AND MATERIALS) .......................... A 6-1
ATTACHMENT 7 GENERAL REQUIREMENTS .......................................................... A 7-1
ATTACHMENT 8 CONTRACTOR SAFETY STANDARDS ........................................ A 8-1
55880.00200\43702574.1
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PROGRESSIVE DESIGN-BUILD CONTRACT
BETWEEN ORANGE COUNTY SANITATION DISTRICT AND [INSERT DESIGN-BUILDER NAME] FOR THE OCEAN OUTFALLS REHABILITATION PROJECT This Progressive Design-Build Contract (“Contract”) is made and entered into this ___ day
of ___________, 202_ (“Effective Date”) by and between the Orange County Sanitation District (hereinafter referred to as “OC SAN”) and [***INSERT DESIGN-BUILDER NAME***] (hereinafter collectively referred to as “Design-Builder”). OC SAN and Design-Builder are sometimes individually referred to as “Party” and collectively as “Parties.” RECITALS A. OC SAN is a public agency of the State of California and is in need of turnkey design and construction for the Ocean Outfalls Rehabilitation (“Project”), which will include two phases: (1) preconstruction design phase services (“Phase 1”); and (2) final design services and construction services to complete the Project (“Phase 2”), each of which are more fully described in the Contract Documents (collectively, “Services”). B. OC SAN is authorized by Public Contract Code section 22185 et seq. to use progressive
design-build contracting on the Project and issued a request for proposals (“RFP”) to interested and qualified teams to submit a proposal (“Proposal”).
C. OC SAN has awarded this Contract to Design-Builder based on Design-Builder's Proposal in response to the RFP.
D. During Phase 1, Design-Builder shall perform Phase 1 Services consistent with the requirements of the Contract Documents, during or after which Design-Builder shall prepare and propose to OC SAN on an Open Book Basis a Guaranteed Maximum Price (“GMP”) to complete Phase 2 Services and, if accepted by OC SAN, the Parties shall enter into an amendment to the Contract for Design-Builder’s performance of Phase 2. E. In entering into this Contract, the Parties expressly agree that OC SAN is under no obligation to proceed with Phase 2. F. Design-Builder warrants and represents that it is duly licensed in the State of California and is able and qualified to perform the Services for the Project.
G. The Parties desire to enter into this Contract for the purpose of setting forth the terms and conditions upon which Design-Builder will complete the Project.
TERMS 1. CONTRACT DOCUMENTS.
1.1 Incorporation of Recitals; Contract Documents.
(a) The above-referenced recitals are true and correct and are incorporated into this Contract by this reference. This Contract includes and hereby incorporates in full by reference the following documents which are the “Contract Documents,” including all exhibits,
55880.00200\43702574.1
2
drawings, specifications and documents therein, and attachments, addenda, and amendments thereto:
(i) Progressive Design-Build Contract
(ii) General Conditions (Attachment 1)
(iii) Phase 1 Scope of Services (Attachment 2)
(iv) Special Conditions (Attachment 3)
(v) Design-Builder’s RFP Pricing (Attachment 4)
(vi) Performance Bond (Attachment 5)
(vii) Payment Bond (Labor and Materials) (Attachment 6)
(viii) General Requirements (Attachment 7)
(ix) Contractor Safety Standards (Attachment 8)
(x) GMP Amendment
(xi) Amendments
(xii) Assignment of Work Product License
(xiii) Design-Builder Certifications from Proposal
(xiv) RFP and all addenda, attachments, and appendices
(xv) Change Orders
(xvi) Permits
(xvii) Construction Documents
1.2 Use of Defined Terms. Any capitalized term herein not defined in the Contract, or other Contract Documents, shall have the meaning set forth in Article 1 of the General Conditions.
1.3 Integration/Modification. The Contract Documents and any documents
specifically incorporated by reference are completely integrated as the complete and exclusive statement of the terms of this Contract. This Contract supersedes all previous contracts, agreements, and/or communications, both oral and written, and constitutes the entire understanding of OC SAN and Design-Builder. No extrinsic evidence whatsoever shall be admissible or used to explain or supplement the terms of this Contract, Contract Documents, or any items incorporated by reference.
2. DESIGN-BUILDER’S SERVICES AND RESPONSIBILITIES.
2.1 Phase 1.
55880.00200\43702574.1
3
(a) Phase 1 Services. Design-Builder promises and agrees to furnish to OC SAN all labor, materials, tools, equipment, services, and incidental and customary work necessary
to fully and adequately perform Phase 1 and complete Phase 1 Services consistent with the requirements in the Contract Documents. The Phase 1 Services are more particularly described in the Contract Documents, including, without limitation, the Phase 1 Scope of Services in
Attachment 2.
(b) Phase 1 Commencement. Design-Builder shall commence the performance of Phase 1 Services upon OC SAN’s issuance of a Notice to Proceed for a portion of or for the entirety of services for Phase 1. OC SAN has no obligation to issue a Notice to Proceed for Phase 1 Services. All Phase 1 Services performed by Design-Builder prior to OC SAN’s issuance of a Notice to Proceed shall be at Design-Builder’s sole risk.
Phase 1 Term. Design-Builder shall complete the Phase 1 Work within [***INSERT CALENDAR DAYS***] Days of OC SAN’s issuance of the Notice to Proceed. Design-Builder shall not be entitled to any costs due to any impacts, disruption, or delays occurring during performance of Phase 1 Services. If OC SAN or any other party exceeds or fails to meet any time limit provided in the Contract Documents for performance of any action during Phase 1 Services, Design-Builder’s sole remedy shall be an adjustment of the time period for performance of Phase 1 Services. Any delay that occurs during Phase 1 shall have no impact on OC SAN’s right to terminate Phase 1 at any time as provided in the General Conditions.
Early Purchase Items; Early Construction Packages. The Parties may agree to have Design-Builder procure Early Purchase Items and perform Early Construction Packages prior to commencing Phase 2 by executing an Early Purchase Item Amendment or Early Construction
Package Amendment, as applicable.
2.2 Phase 2.
(a) Commencement of Phase 2. Design-Builder shall not commence Work for
Phase 2 until OC SAN executes a GMP Amendment and issues a Notice to Proceed for Phase 2. Design-Builder may request a Notice to Proceed with Construction Work prior to completion of the 100% Construction Documents, and OC SAN may issue the same with acceptance by Design-Builder, provided that Design-Builder shall not construct any portion of the Project until the design of such portion has been issued Governmental Approvals and OC SAN’s approval for construction.
(b) Work Packages. OC SAN and Design-Builder may agree to complete the Construction Work in multiple stages with individual Work Packages. Each Work Package would be a discrete and defined portion of the Project that includes its own GMP and Milestone Date, agreed to by the Parties in a GMP Amendment. OC SAN may issue Work Packages that Design-Builder can perform concurrently.
(c) Guaranteed Completion Date. Design-Builder shall complete Phase 2 within the Guaranteed Completion Date. As of the Effective Date, the Guaranteed Completion Date has not been agreed to by the Parties. The Guaranteed Completion Date will be established
in a GMP Amendment and it shall run from the Notice to Proceed for Phase 2 even if issued prior to completion of the 100% Construction Documents.
3. DESIGN-BUILDER’S COMPENSATION.
55880.00200\43702574.1
4
3.1 Phase 1 Compensation.
(a) OC SAN shall pay Design-Builder a total not to exceed amount of [***INSERT AMOUNT***] Dollars($___________________) for performance of the Phase 1 Services based on the Work satisfactorily performed and accepted by OC SAN pursuant to the Contract Documents and at the rates and manner set forth in Design-Builder’s RFP Pricing,
subject to any additions or deductions as provided in the Contract Documents (“Phase 1 Fee”). For the purposes of this Contract, the billing rates will remain effective through the entire term of this Contract. Design-Builder will be reimbursed for hours worked at the hourly rates specified in Design-Builder’s RFP Pricing. Design-Builder will be reimbursed for direct costs not covered by the billing rates. The reimbursable direct costs are identified in Design-Builder’s RFP Pricing. The Phase 1 Fee includes all costs and expenses for all time and materials required and expended to provide the Phase 1 Services. OC SAN shall not be liable to Design-Builder for any costs or expenses paid or incurred by Design-Builder in performing Phase 1 Services, except as expressly provided for in this Contract.
3.2 Phase 2 Compensation.
(a) Construction Phase Compensation. Design-Builder’s compensation for Phase 2 Services shall be Phase 2 Price as further described, and subject to, the limitations set forth below and as indicated in the Contract Documents. Design-Builder expressly agrees and acknowledges that, as of the Effective Date, Design-Builder is not entitled to any compensation
for Phase 2 Services, and shall only be entitled to such compensation if: (1) OC SAN accepts the Design-Builder’s GMP Proposal; (2) the Parties execute, and the Board of Directors approves, a GMP Amendment; and (3) OC SAN issues a Notice to Proceed for Phase 2.
4. DESIGN-BUILDER’S LICENSE AND REGISTRATION.
Design-Builder shall have only appropriately licensed contractors performing work on the Project as required by the Business and Professions Code. Design-Builder (License No.
CA#________) shall act as the licensed contractor for the Project. Design-Builder shall perform all services required under the Contract Documents in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform such services in the same discipline in the State of California, and the Design-Builder shall be fully responsible to OC SAN for any damages and/or delays to the Project as specified in the Contract. The licensed contractor shall be registered with the Department of Industrial Relations to perform public work (DIR Registration No. ___________).
5. DESIGN-BUILDER’S DESIGN PROFESSIONAL.
Design-Builder shall name a specific person to act as the Design Manager as described in the General Conditions, subject to the approval of OC SAN. Design-Builder hereby designates [***INSERT NAME***] (License No.: CA#_________) to act as the Design Manager for the
Project. Design-Builder’s Design Manager shall perform all Design Work required under the Contract Documents in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform such services in the same
discipline in the State of California, and Design-Builder shall be fully responsible to OC SAN for any damages and/or delays to the Project as specified in the indemnification provisions of the Contract. Any change in the Design Manager shall be subject to OC SAN’s prior written approval,
which approval shall not be unreasonably withheld. The new Design Manager shall be of at least equal competence as the prior Design Manager. In the event that OC SAN and Design-Builder
55880.00200\43702574.1
5
cannot agree as to the substitution of a new Design Manager, OC SAN shall be entitled to terminate this Contract as described in the General Conditions.
6. 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 DESIGN-BUILDER: [Design-Builder’s Representative’s Name and Title] [Design-Builder’s Name] [Design-Builder’s Address] [Design-Builder’s Representative’s email address] [Design-Builder’s alternate email address, if any]
7. AUTHORITY OF SIGNATORIES.
The persons executing this Contract on behalf of their respective Parties represent and warrant that they have the authority to do so under law and from their respective Parties.
[SIGNATURES ON NEXT PAGE]
55880.00200\43702574.1
6
SIGNATURE PAGE TO PROGRESSIVE DESIGN BUILD CONTRACT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND [***INSERT DESIGN-BUILDER NAME***]
IN WITNESS WHEREOF, the Parties hereby execute this Progressive Design-Build Contract as of the Effective Date.
ORANGE COUNTY SANITATION DISTRICT
By:
RYAN P. GALLAGHER Board Chairman
By:
KELLY A. LORE Clerk of the Board
By:
KEVIN WORK
Purchasing & Contracts Manager
APPROVED AS TO FORM:
By: [INSERT NAME]
[***INSERT NAME OF DESIGN-BUILDER***]
[IF CORPORATION, TWO SIGNATURES, PRESIDENT OR VICE PRESIDENT AND SECRETARY OR TREASURER REQUIRED]
By:
Its:
Printed Name: [DELETE THE FOLLOWING SIGNATURE LINE IF NOT REQUIRED] By:
Its:
Printed Name:
____________________________________ Contractor’s License Number
____________________________________ DIR Registration Number
55880.00200\43702574.1
A 1-1
A 1 ATTACHMENT 1 GENERAL CONDITIONS ARTICLE 1 - DEFINITIONS ................................................................................................ A 1-5
1.1 Applicability. .............................................................................................. A 1-5
1.2 Defined Terms. ........................................................................................... A 1-5
1.3 Terminology. ............................................................................................ A 1-15
ARTICLE 2 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE ...................... A 1-17
2.1 Intent of Contract Documents. ................................................................ A 1-17
2.2 Reference Standards; Interpretation of Contract Documents. ............. A 1-17
2.3 Order of Precedence. ............................................................................... A 1-18
2.4 Amending and Supplementing Contract Documents. ........................... A 1-19
2.5 Examining Contract Documents, Project Site........................................ A 1-19
2.6 Reuse of Documents. .............................................................................. A 1-21
2.7 Ownership and Use of Construction Documents. ................................. A 1-22
2.8 Confidential Information. ......................................................................... A 1-22
ARTICLE 3 - EXECUTION OF CONTRACT; INSURANCE, BONDS, INDEMNIFICATION .............................................................................................. A 1-24
3.1 Notice to Proceed. ................................................................................... A 1-24
3.2 Contract Bonds. ....................................................................................... A 1-24
3.3 Insurance. ................................................................................................. A 1-25
3.4 Design-Builder’s Liability Not Limited by Insurance. ............................ A 1-31
3.5 General Indemnification. ......................................................................... A 1-31
3.6 Joint and Several Liability. ...................................................................... A 1-33
3.7 Personal Liability. .................................................................................... A 1-33
ARTICLE 4 - CONTROL OF THE WORK. ........................................................................ A 1-34
4.1 Authority of OC SAN’s Representative................................................... A 1-34
4.2 Supervision by Design-Builder. .............................................................. A 1-34
4.3 Access to Work. ....................................................................................... A 1-36
ARTICLE 5 - SCOPE OF WORK ...................................................................................... A 1-37
5.1 General Responsibilities. ........................................................................ A 1-37
5.2 Design Work. ............................................................................................ A 1-39
5.3 Design-Builder’s Performance of Work. ................................................. A 1-40
5.4 Construction Quality Assurance, Quality Control. ................................ A 1-41
ARTICLE 6 - LEGAL RELATIONS AND RESPONSIBILITIES ........................................ A 1-43
55880.00200\43702574.1
A 1-2
6.1 Laws to be Observed. .............................................................................. A 1-43
6.2 Labor Requirements. ............................................................................... A 1-44
6.3 Safety and Accident Protection. ............................................................. A 1-47
6.4 Patents. ..................................................................................................... A 1-49
6.5 Responsibility for Loss, Damage, or Injury. ........................................... A 1-50
6.6 Preservation of Property. ........................................................................ A 1-50
6.7 Warranty of Title. ...................................................................................... A 1-52
6.8 Property Rights in Material...................................................................... A 1-52
6.9 Taxes. ....................................................................................................... A 1-53
6.10 Assignment of Antitrust Actions. ........................................................... A 1-53
6.11 Subcontracting......................................................................................... A 1-53
6.12 Software Licensing Agreement and Provisions for Use. ...................... A 1-56
6.13 Assignment. ............................................................................................. A 1-57
6.14 Security. ................................................................................................... A 1-58
ARTICLE 7 - COST OF CONSTRUCTION WORK ........................................................... A 1-59
7.1 Early Work and Purchases. ..................................................................... A 1-59
7.2 Guaranteed Maximum Price. ................................................................... A 1-60
7.3 Composition of Guaranteed Maximum Price. ........................................ A 1-61
7.4 Convert GMP to Lump Sum Price. .......................................................... A 1-66
7.5 Self-Performed Construction Work. ....................................................... A 1-66
7.6 Key Subcontractors. ................................................................................ A 1-68
7.7 Subcontracted Construction Work. ........................................................ A 1-68
7.8 GMP Proposal. ......................................................................................... A 1-70
7.9 GMP Amendment. .................................................................................... A 1-72
ARTICLE 8 - PROSECUTION OF THE WORK ................................................................ A 1-75
8.1 Progress of the Work. .............................................................................. A 1-75
8.2 Defective Work. ........................................................................................ A 1-75
8.3 Use Prior to Final Completion (Beneficial Occupancy). ........................ A 1-76
8.4 Substantial Completion. .......................................................................... A 1-77
8.5 Final Completion and Final Acceptance. ................................................ A 1-77
8.6 Warranty (Design-Builder’s Guarantee). ................................................ A 1-78
ARTICLE 9 - PROJECT SITE ........................................................................................... A 1-81
9.1 Use of Project Site. .................................................................................. A 1-81
9.2 Conditions at Project Site. ...................................................................... A 1-82
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A 1-3
9.3 Trenches. .................................................................................................. A 1-83
9.4 Differing Site Conditions. ........................................................................ A 1-83
ARTICLE 10 - CONTRACT TIME; SCHEDULE ............................................................... A 1-84
10.1 Time for Completion. ............................................................................... A 1-84
10.2 Extension of Time For Delay. .................................................................. A 1-85
10.3 Liquidated Damages. ............................................................................... A 1-86
10.4 Schedules. ................................................................................................ A 1-86
ARTICLE 11 - CHANGE IN CONTRACT PRICE, TIME ................................................... A 1-88
11.1 Phase 1 Changes. .................................................................................... A 1-88
11.2 Phase 2 Changes. .................................................................................... A 1-89
11.3 Procedure for Resolving Claims. ............................................................ A 1-94
ARTICLE 12 - MEASUREMENT; PAYMENT ................................................................. A 1-100
12.1 Payment of Compensation for Phase 1 Services. ............................... A 1-100
12.2 Payment of Compensation for Phase 2 Work. ..................................... A 1-100
12.3 Application for Payment of Compensation for Phase 2 Work. ........... A 1-102
12.4 Payments to Subcontractors. ............................................................... A 1-106
12.5 Final Payment. ....................................................................................... A 1-106
12.6 Audit Access to Records. ...................................................................... A 1-107
12.7 California False Claims Act. .................................................................. A 1-108
ARTICLE 13 - TERMINATION; SUSPENSION .............................................................. A 1-110
13.1 Termination of Phase 1 Services. ......................................................... A 1-110
13.2 Suspension of Phase 1 Services by OC SAN. ..................................... A 1-110
13.3 Suspension of Phase 2 Work by OC SAN. ........................................... A 1-111
13.4 Termination of Phase 2 Work for Cause by OC SAN. .......................... A 1-112
13.5 Termination of Phase 2 Work for Convenience by OC SAN. .............. A 1-113
ARTICLE 14 - MISCELLANEOUS CONTRACT PROVISIONS ...................................... A 1-116
14.1 Governing Law. ...................................................................................... A 1-116
14.2 Notice. ..................................................................................................... A 1-116
14.3 Partial Invalidity. .................................................................................... A 1-116
14.4 Waiver of Rights. .................................................................................... A 1-116
14.5 Separate Contracts. ............................................................................... A 1-117
14.6 Notice of Third Party Claims. ................................................................ A 1-117
14.7 Cumulative Remedies. ........................................................................... A 1-117
14.8 Survival of Obligations. ......................................................................... A 1-117
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14.9 Prohibited Interests. .............................................................................. A 1-117
14.10 Headings................................................................................................. A 1-117
14.11 State License Board Notice. .................................................................. A 1-118
14.12 Change In Name Or Nature of Design-Builder’s Legal Entity. ............ A 1-118
14.13 Other Legal Provisions. ......................................................................... A 1-118
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ARTICLE 1 - DEFINITIONS
1.1 Applicability.
A. These General Conditions govern Phase 1, Phase 2, and completion of the Project by Design-Builder.
1.2 Defined Terms.
A. Wherever used in the Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the
singular and plural thereof. In addition to terms specifically defined below, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.
1. Act of God – Act of God is an earthquake of magnitude 3.5 or higher on the Richter Scale or a tidal wave.
2. Allowance – A sum used by OC SAN for categories of Construction Work that
cannot be established at the time of a GMP Amendment.
3. Applicable Laws – The laws, statutes, ordinances, rules, codes, regulations, permits, and licenses of any kind, issued by local, state, or federal governmental
authorities, or private authorities with jurisdiction (including utilities), to the extent they apply to the Project.
4. As-Built Drawings – A copy of the Construction Documents used by Design-Builder to record changes to the Work as specified in the General Requirements.
5. Background Documents – Key documents provided to Design-Build Entity prior to the commencement of Phase 1 to further understand the requirements of the Project..
6. Beneficial Occupancy – The intended use of a building, system, structure, or facility
by OC SAN prior to Final Completion.
7. Board – Board of Directors.
8. Board of Directors – The Board of Directors of the Orange County Sanitation District, which is authorized to award a Contract.
9. Change Order – A written order by OC SAN’s Representative, made bilaterally by OC SAN and Design-Builder or unilaterally by OC SAN, that authorizes an
addition, deletion, or revision in the Work or an adjustment in the Phase 1 Fee, GMP, Contract Price, or the Contract Time in accordance with the Contract Documents.
10. Change Order Request – A request made by Design-Builder for an adjustment in the Phase 1 Fee, GMP, Contract Price, or Contract Time as the result of a Design-Builder-claimed change to the Work.
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11. Concurrent Delay – When the OC SAN caused delay to the Critical Path occurs simultaneously with a Design-Builder caused delay to the Critical Path.
12. Construction Documents – The Plans and Specifications prepared by Design-Builder for the Project and accepted by OC SAN and incorporated into the Contract through a GMP Amendment. The Construction Documents shall set forth in detail all items necessary to complete the construction (other than such details customarily provided by others during construction) of the Project in accordance
with the Contract Documents. Following commencement of Phase 2, Construction Documents become part of the Contract Documents upon their completion and acceptance by OC SAN. All amendments and modifications to the Construction
Documents must be approved by OC SAN in writing.
13. Construction Work – That portion of the Work on the Project consisting of the provision of labor, materials, furnishings, equipment, and services in connection
with the construction of the Project as set forth in the Contract Documents.
14. Contract – The entire integrated written agreement between OC SAN and Design-Builder concerning the Work. “Contract” may be used interchangeably with
“Agreement”, “Progressive Design-Build Contract” or “PDB Contract” in the Contract Documents.
15. Contract Price – The sum total of all compensation due to Design Builder for all Phase 1 Services and Phase 2 Services under the Contract.
16. Contract Time – The number of days or the dates stated in the Contract Documents or GMP Amendment to achieve defined Milestone Dates, if any, and to complete the Work by the Guaranteed Completion Date.
17. Cost of Work – The Direct Cost, General Conditions Cost, and Subcontractor
Construction Cost incurred in the performance of Work and more particularly described in the General Conditions.
18. CPM Schedule – A scheduling method that uses a network diagram to depict the sequences of tasks required to complete the Project, or a portion thereof, which are known as paths. Once the paths are defined, the duration of each path is calculated by an algorithm to identify the Critical Path, which determines the total
duration of the Project, or a portion thereof.
19. Critical Path – A continuous sequence of schedule network activities with the least amount of total float, ending at a milestone.
20. Critical Supply Shortage – An unusual shortage in materials that is (a) supported by documented proof that Design-Builder made every effort to obtain such materials from all available sources; (b) such shortage is due to the fact that such
materials are not physically available from single or multiple sources or could have been obtained only at exorbitant prices entirely inconsistent with current and standard rates taking into account the quantities involved and the usual industry practices in obtaining such quantities; and (c) such shortages and the difficulties in obtaining alternate sources of materials could not have been known or anticipated by Design-Builder at the time it entered a GMP Amendment. Market
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fluctuations in prices of materials, whether or not resulting from a Force Majeure Event, does not constitute a Critical Supply Shortage.
21. Day – A calendar day of 24 hours measured from midnight to the next midnight.
22. Defective Work – Work that is unsatisfactory, faulty, or deficient; or that does not conform to the Contract Documents; or that does not meet the requirements of any inspection, reference standard, test, or approval referenced in the Contract Documents.
23. Design-Build Team or Project Team – The Design-Builder and the individuals and other entities identified by Design-Builder as members of its team, including, but not limited to, Key Firms, Subcontractors, and Key Personnel.
24. Design-Builder – The individual or entity with which OC SAN has contracted for performance of the Work.
25. Design-Builder Contingency – An amount approved by OC SAN and part of a GMP
that Design-Builder may use with the written approval of OC SAN for unanticipated work as further described in the Contract Documents.
26. Design-Builder Representative – The person or firm identified as the primary
contact person and representative of Design-Builder as designated in the Contract Documents and who shall not be changed without prior written consent of OC SAN.
27. Design-Builder’s Fee – Design-Builder’s fee for its home office overhead and profit applied to Cost of Work, as further described in the Contract Documents.
28. Design-Builder’s Proposal – The proposal submitted by Design-Builder in response to the RFP.
29. Designer of Record or Lead Designer – The individual, partnership, corporation, joint venture, or other legal entity of the Design-Build Team completing the Design
Work on the Project and who provides the Design Manager for the Project.
30. Design Manager – The individual named in the Contract, and provided by the Designer of Record, who will provide the required architectural, engineering, and other professional services required for the coordinated design of the Project and the administration of construction.
31. Design Work – The portion of the Work on the Project consisting of the design
services and design deliverables required to be provided in connection with the design of the Project as set forth in the Contract Documents.
32. Differing Site Conditions – Concealed or latent physical conditions or subsurface conditions at the Site that: (i) Design-Builder believes may be hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with
provisions of existing law; (ii) materially differ from those indicated in the Construction Documents or (iii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the
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Work. The term Differing Site Conditions does not include, among other things, conditions of which Design-Builder had knowledge of as of the applicable GMP Amendment date, including conditions that could reasonably have been known, discovered, or revealed as a result of the examinations, investigations, explorations, tests, or studies of the Site required to be performed by Design-Builder as part of Design Work or that Design-Builder could have reasonably inferred based on its experience and expertise.
33. Direct Cost – Verifiable cost necessarily incurred in the performance of Construction Work and more particularly described in the General Conditions.
34. Draft Progressive Design-Builder Contract or Draft PDB Contract – The draft
progressive design-build contract for the Project, including all of its exhibits, presented as an attachment to the RFP.
35. Early Construction Package – Construction Work negotiated separately from
Phase 2 to commence demolition, grading, site preparation, utility work, mobilization, or other work prior to the start of Phase 2. Design-Builder shall perform an Early Construction Package subject to the requirements of the Contract
Documents for Construction Work.
36. Early Construction Package Amendment – An approved amendment to the Contract authorizing Design-Builder to perform an Early Construction Package subject to the requirements of the Contract Documents for Construction Work.
37. Early Purchase Item – Long lead procurement items (manufactured/fabricated items, equipment, materials and supplies) for the Project procured by Design-Builder during Phase 1 as further described in the General Conditions.
38. Early Purchase Item Amendment – An approved amendment to the Contract
authorizing Design-Builder to commence procurement of an Early Purchase Item.
39. Effective Date of the Contract – The date indicated in the Contract on which it becomes effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver.
40. Extra Work – New or unforeseen Work, or added Work of a different character or function and for which no basis for payment is prescribed in the Contract
Documents; or that involves revisions of the details of the Work.
41. Final Acceptance – Action taken by OC SAN Board of Directors, or as delegated pursuant to OC SAN’s current Purchasing Ordinance and any amendments thereto, accepting Final Completion.
42. Final Completion – The time at which Work has been entirely completed by Design-Builder, at the sole discretion of OC SAN, as further described in the
Contract Documents.
43. Force Majeure Event – An event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the Site; (2) terrorism or other acts of a public enemy; (3) orders of governmental
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authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); (4) pandemics, epidemics, or quarantine restrictions; (5) strikes and other organized labor action occurring at the Site and the effects thereof on the Work, only to the extent such strikes and other organized labor action are beyond the control of Design-Builder and its Subcontractors, of every Tier, and to the extent the effects thereof cannot be avoided by use of replacement workers; and
(6) a Critical Supply Shortage. For purposes of this section, “orders of governmental authorities,” includes ordinances; emergency proclamations and orders; rules to protect the public health, welfare, and safety; and other actions of
OC SAN in its capacity as a municipal authority.
44. General Conditions – Legal and contractual instructions to Design-Builder setting forth both Design-Builder and OC SAN responsibilities for business related
activities pertaining to the Contract. The term “General Conditions” used in the Specifications shall be interpreted to refer to the General Conditions of the Contract Documents.
45. General Conditions Cost – The costs for activities, facilities, and services required to support the Construction Work and manage the Project site, without mark-up, which shall include, without limitation, those items listed in a GMP Amendment as further described in the Contract Documents.
46. General Manager – The individual designated by the OC SAN Board of Directors as its chief executive officer and agent.
47. General Requirements – Legal and contractual instructions to Design-Builder setting forth both Design-Builder and OC SAN responsibilities for technical aspects
of the Work indicated under the Contract. The term “General Requirements” used in the Specifications shall be interpreted to refer to the General Requirements of the Contract Documents.
48. Governmental Approvals – Any permit, license, authorization, consent, certification, exemption, grant, waiver, ruling, entitlement, variance or other approval; and any revision, modification, amendment, supplement, renewal, or
extension of any of the foregoing, issued by a Governmental Body of whatever kind and however described, which is required under Applicable Law to be obtained or maintained by any person with respect to the Project.
49. Governmental Body – Any federal, state, regional or local legislative, executive, judicial or other governmental board, department, agency, authority, commission, administration, court or other body, or any official thereof, other than the Board of
Directors, having jurisdiction in any way over or in respect of any aspect of the performance of the Contract or the Project.
50. Guaranteed Completion Date – The time within which Design-Builder must achieve Final Completion of the Project.
51. Guaranteed Maximum Price or GMP – The maximum possible compensation paid by OC SAN to Design-Builder for the performance and completion of Work, subject to any additions or deductions as provided in the Contract Documents. There may
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be more than one GMP on the Project, which may be specific to a particular Stage or Work Package.
52. GMP Amendment – A written amendment duly executed by the Parties resulting from Design-Builder submitting a GMP Proposal and the Parties agreeing to a mutually acceptable GMP. There may be more than one GMP Amendment on the Project, which may be specific to a particular Stage or Work Package.
53. GMP Proposal – Design-Builder’s proposal to OC SAN to complete Phase 2, or a
portion thereof, and further described in the Contact Documents.
54. Holidays – Holidays occur on:
New Year’s Day - January 1
Martin Luther King Jr. Day – Third Monday of January President’s Day – Third Monday of February Memorial Day - Last Monday in May
Independence Day - July 4 Labor Day - First Monday in September Veteran’s Day - November 11
Thanksgiving Day - Fourth Thursday in November Friday after Thanksgiving Christmas Eve - December 24 Christmas Day - December 25
If any Holiday listed above falls on a Saturday, Saturday and the preceding Friday are both Holidays. If the Holiday should fall on a Sunday, Sunday and the following Monday are both Holidays. OC SAN reserves the right to recognize additional Holidays without prior notice.
55. Inspector – The individual(s) designated by OC SAN’s Representative as the field Project representative with delegated authority to enforce the requirements of the Contract Documents, subject to the approval of the General Manager.
56. Key Firms – Firms fulfilling the key roles that must be identified in the Proposal and are committed to work on the Project if Proposer is selected as the Design-Builder.
57. Key Personnel – Design-Builder’s personnel identified as key to the overall
success of the Project, and, at a minimum, including those positions defined as Key Personnel in Design-Builder’s Proposal. Key Personnel are specifically identified in the Special Conditions.
58. Key Subcontractor – A Subcontractor identified in Design Builder’s Proposal that Design Builder contracts with to fulfill a key role in Design Builder completing the Project. If any, Key Subcontractors are identified in the Special Conditions.
59. Laboratory – The materials testing laboratory authorized by OC SAN to test material and Work involved in a Contract.
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60. Lead Contractor – The individual, partnership, corporation, joint venture, or other legal entity of the Design-Build Team that is licensed as a California general contractor and is the prime contractor for construction services for the Project.
61. Liens – Charges, security interests, or encumbrances upon Project funds or personal property, including, without limitation, Stop Payment Notices.
62. Lump Sum Price – If allowed by OC SAN as a substitute for a GMP, the maximum possible compensation paid by OC SAN to Design-Builder for the performance and
completion of Work, subject to any additions or deductions as provided in the Contract Documents. There may be more than one Lump Sum Price on the Project, which may be specific to a particular Stage or Work Package.
63. Milestone Date – The date upon which Design-Builder is required to complete an Early Construction Package, Work, Work Package, Stage, or particular element or component of the Project. A Milestone Date may be defined as a date certain or
as a number of calendar days or working days from a Notice to Proceed or other event.
64. Minimum Requirements – The requirements set forth in the RFP that, at a
minimum, must be satisfied (or waived by OC SAN) in order for the Proposal to be evaluated and ranked according to the comparative evaluation criteria.
65. Notice of Completion – The form which may be executed by OC SAN and recorded by the county where the Project is located constituting Final Acceptance of the Project.
66. Notice to Proceed – A written notice given by OC SAN to Design-Builder fixing the date on which Design-Builder may proceed with a Phase, Early Construction Package, Early Purchase Item, GMP, Work, Work Package, Stage, or a particular
element or component of the Project, and when the Contract Time will commence to run.
67. OC SAN – Orange County Sanitation District.
68. OC SAN’s Representative – The person designated by OC SAN to act as its representative during the performance of the Contract, and identified in the Special Conditions, or other person authorized to act for and on behalf of OC SAN, acting
either directly or through properly authorized agents, such agents acting severally within the scope of the particular duties entrusted to them.
69. Open Book Basis – Design-Builder’s provided information, including estimates and pricing, that shows all assumptions, data, and other substantiation supporting the information presented and that allows OC SAN to check and verify the accuracy of the material presented. This entails all information Design-Builder used to
develop the cost under consideration, including labor, fringe benefits, equipment, materials, productivity, estimating factors, allowances, risk, contingency, indirect costs, discount rates, interest rates, inflation, insurance, bonding, fees, overhead, profit, and other items that comprise the cost.
70. Owner – Orange County Sanitation District.
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71. Owner Advisor – Hazen & Sawyer.
72. Owner Contact – The sole point of contact between OC SAN and Proposers during the RFP.
73. Payment Bond – The labor and materials payment bond provided by Design-Builder’s Surety to secure the payment obligations of Design-Builder for Work, as described in and maintained pursuant to the Contract and in the form set forth in the Contract Documents.
74. Performance Bond – The performance bond provided by Design-Builder’s Surety to secure performance of Work, as described in and maintained pursuant to the Contract and in the form set forth in the Contract Documents.
75. Phase – Either Phase 1 or Phase 2.
76. Phase 1 – The first phase of the Project requiring Design-Builder to perform Design Work as further described in the Phase 1 Scope of Services.
77. Phase 1 CPM Schedule – A CPM Schedule to complete the Phase 1 Services within the Contract Time. The detailed requirements for the Phase 1 CPM Schedule are described in the Contract Documents.
78. Phase 1 Fee – The amount to be paid by OC SAN to Design-Builder as full compensation for performance of Phase 1 Services and completion of the Phase 1 Services, subject to any additions or deductions as provide in the Contract Documents.
79. Phase 2 – The second phase of the Project requiring Design-Builder to complete the Design Work, commence the Construction Work, and complete the Project, as further described in the Contract Documents.
80. Phase 2 CPM Schedule – A CPM Schedule to complete the Phase 2 Work on the
Project within the Contract Time. The detailed requirements for the Phase 2 CPM Schedule are stated in the Contract Documents.
81. Phase 2 Price – The total price established by the Parties for Design Builder’s performance of Phase 2 Work and completion of the Phase 2 Work, in accordance with the Contract Documents and as reflected in a GMP Amendment, subject to any additions or deductions as provide in the Contract Documents. There may be
more than one GMP Amendment that is part of the Phase 2 Price.
82. Plans – The graphic and pictorial portions of the Contract Documents showing the
design, location, and dimensions of the Work to be done on the Project, generally
including plans, elevations, sections, details, schedules, and diagrams prepared
as part of the Construction Documents by Design-Builder.
83. Price Proposal – A Proposer’s price proposal submitted to OC SAN in response to the RFP, as further described in the RFP.
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84. Project – The total design, construction, and performance of the Work and all other requirements of the Contract Documents.
85. Project Organization Chart – A chart submitted by Proposers as part of the Proposal that identifies Key Personnel and the entity affiliation associated with such personnel.
86. Proposal – A Proposer’s proposal submitted to OC SAN in response to the RFP, including the Price Proposal and Technical and all required documents, forms,
appendices, and other information requested by OC SAN in the RFP, as further described in the RFP.
87. Proposer – The entity responding to the RFP and submitting a Proposal.
88. Proprietary Meetings – Confidential, one-on-one meetings with Proposers during the RFP procurement, as further described in the RFP.
89. Punch List – A list of items for Work which remain to be replaced or completed in
accordance with the requirements for completion of Work.
90. Request for Information or RFI – Design-Builder’s written request to OC SAN for clarification about a Project condition.
91. Request for Proposals or RFP – The request for proposals issued by OC SAN for the Project and includes all documents, exhibits, attachments, and addenda thereto.
92. Safety Plan – Design-Builder’s plan for health and safety in implementing the Construction Work, to be developed as part of Phase 1 Services in accordance with the Contract Documents.
93. Schedule of Submittals – A schedule, prepared and maintained by Design-Builder, of required submittals and the time requirements to facilitate scheduled
performance of related construction activities.
94. Schedule of Values – A schedule of values allocating the entire Phase 2 Price to the various portions of the Work in Phase 2 and prepared in such a form and supported by such data to substantiate its accuracy as OC SAN may require, subject to adjustment of the Phase 2 Price. A Schedule of Values will be provided with a GMP Proposal and incorporated into a GMP Amendment.
95. Security Plan – Design-Builder’s plan for security at the Site in implementing the Construction Work, to be developed as part of Phase 1 in accordance with the Contract Documents.
96. Selection Committee – Individuals responsible for reviewing, evaluating and scoring the Technical Proposals for the Project.
97. Self-Performed Construction Work – Construction Work performed by Design-
Builder with its own forces in accordance with the Contract Documents.
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98. Separate Contractor – A person, or firm, under separate contract with OC SAN performing other work at the Project site which may affect the Work.
99. Site – Lands or areas indicated in the Contract Documents as being furnished by OC SAN upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by OC SAN which are designated for the use of Design-Builder.
100. Specifications – That part of the Construction Documents consisting of written
requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto.
101. Stage – A discrete and defined portion of the Project that requires its own GMP and Milestone Date.
102. Stop Payment Notice – A written notice as defined in Civil Code section 8044.
103. Subcontracted Construction Work – Construction Work performed by Subcontractors, but not Key Subcontractors or Design-Builder, with their own forces in accordance with the Contract Documents.
104. Subcontractor – An individual or entity that has a contract with Design-Builder for performance of any portion of Work and, where applicable, any lower Tier subcontractors performing Services.
105. Subcontractor Construction Cost – Any and all costs by a Subcontractor with a direct contract with Design-Builder to perform Construction Work. What constitutes Subcontractor Construction Cost is further defined in the General Conditions.
106. Substantial Completion – The Work has progressed to the point that OC SAN can
beneficially occupy or utilize the Work as a whole for the purpose for which it is 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 OC SAN’s Representative at his/her sole discretion.
107. Supplemental Agreements – Written agreements between OC SAN and the
Design-Builder, covering schedules, drawings, instructions, alterations, amendments or extensions to the Contract and including Change Orders.
108. Supplier – A manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with Design-Builder or with any Subcontractor to furnish materials or equipment used in the performance of the Work or to be incorporated in the Work.
109. Surety or Sureties – The bondsmen or party or parties who guarantee the fulfillment of the Contract, or a portion of the Contract, by Performance Bond and Payment Bond and whose signatures are affixed to the bonds.
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110. Task Order – An order issued by OC SAN that authorizes Design-Builder to proceed with certain Design Work during Phase 1.
111. Technical Proposal – A Proposer’s technical proposal submitted to OC SAN in response to the RFP, including all required documents, forms, appendices, and other information requested by OC SAN in the RFP, as further described in the RFP.
112. Tier – The contractual level of a Subcontractor, Supplier, or consultant with
respect to Design-Builder. For example, a first tier Subcontractor is under subcontract with Design-Builder, a second tier Subcontractor is under subcontract with a first tier Subcontractor, and so forth.
113. Underground Facilities – All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey
electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
114. Work – The entire design and construction, or the various separately identifiable parts thereof, required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such design and construction, and furnishing, installing, and incorporating all materials and equipment into such design and construction, all as required by the Contract Documents.
115. Work Package – A package of Work for specific scopes of the Project developed by Designer of Record as part of the Construction Documents that are self-
performed by Design-Builder or awarded to a Subcontractor. A Work Package may be a discrete and defined portion of the Project that contains (or will contain) its own GMP and Contract Time for completion.
116. Work Product – All papers, maps, models, estimates, plans, specifications, calculations, designs, studies, surveys, reports, data, notes, computer files, documents, drawings,, and other work product developed by Design-Builder
pursuant to the Contract Documents, including, but not limited to, the Construction Documents.
1.3 Terminology.
A. The words and terms below are not defined but, when used in the Contract Documents, have the indicated meaning.
1. The word “furnish,” when used in connection with services, materials, or
equipment, shall mean to supply and deliver said services, materials, or equipment to the Project site (or some other specified location) ready for use or installation and in usable or operable condition.
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2. The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for the intended use.
3. The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for the intended use.
4. Regardless of whether “furnish,” “install,” “perform,” or “provide” is used in
connection with services, materials, or equipment, an obligation of Design-Builder is implied.
B. Unless stated otherwise in the Contract Documents, words or phrases that have a
well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning.
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ARTICLE 2 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE
2.1 Intent of Contract Documents.
A. Complementary. The Contract Documents are complementary; what is required by one is as binding as if required by all. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be designed and constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract
Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided by Design-Builder, whether or not specifically called for, at no additional cost to OC SAN.
B. Completion of Work. Design-Builder shall furnish, unless otherwise provided in the Contract Documents, all materials, implements, machinery, equipment, tools, supplies and labor necessary to the prosecution and completion of the Project. If utilities to
equipment or fixtures are not shown but are necessary to operate the equipment or fixtures, the utilities service installation is considered to be part of the Work. The implied Work will conform to the appropriate sections of the Contract Documents.
Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control Design-Builder in dividing Work among Subcontractors or in establishing the extent of Work to be performed by any trade.
2.2 Reference Standards; Interpretation of Contract Documents.
A. Standards, Specifications, Codes, Laws, and Regulations. Reference to federal specifications, federal standards, state standards, other standards, specifications, manuals, or codes of any technical society, organization, or association, or to Applicable Laws, whether such reference be specific or by implication, shall mean the
standard, specification, manual, code, or Applicable Laws in effect at the time of the Effective Date, and in case of Work during Phase 2, when the Parties executed a GMP Amendment, except as may be otherwise specifically stated in the Contract Documents.
B. Responsibilities. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities
of OC SAN, Design-Builder, or any of their Subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to OC SAN, or any of its officers, directors, members, partners, employees, agents, consultants, or Subcontractors any duty or authority to supervise or direct the performance of Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.
C. Provisions Required by Law. Each and every provision of law required by law to be inserted in the Contract Documents shall be deemed to be inserted herein, and the Contract Documents shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then, upon application of either Party, the Contract shall be amended in writing to make such insertion or correction.
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D. Interpretation of Contract Documents. Unless otherwise stated in the Contract Documents, technical words and abbreviations contained in the Contract Documents are used in accordance with commonly understood design professional and construction industry meanings; nontechnical words and abbreviations are used in accordance with their commonly understood meanings. The Contract Documents may omit modifying words such as “all” and “any,” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in
another is not intended to affect the interpretation of either statement. The use of the word “including,” when following any general statement, shall not be construed to limit such statement to specific items or matters set forth immediately following such word
or to similar items or matters, whether or not non limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably
fall within the broadest possible scope of such general statement. Whenever the context so requires, the use of the singular number shall be deemed to include the plural and vice versa. Each gender shall be deemed to include any other gender, and
each shall include a corporation, partnership, trust, or other legal entity, whenever the context so requires. The captions and headings of the various subdivisions of the Contract Documents are intended only for reference and convenience and in no way define, limit, or prescribe the scope or intent of the Contract Documents or any subdivision thereof.
2.3 Order of Precedence.
A. Conflicts. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any
conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents); or the provisions of any Applicable Laws (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Applicable Law).
B. Resolving Conflicts. In resolving conflicts among any of the Contract Documents, the order of precedence shall be as follows:
1. Permits from other agencies and regulatory requirements as may be required by
law;
2. Change Orders, most recent first;
3. GMP Amendment, most recent first;
4. Supplemental Agreements, most recent first;
5. Progressive Design-Build Contract;
6. Special Conditions;
7. Construction Documents, as follows:
a. Specifications
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b. Drawings, which shall also be interpreted as follows:
(i) Figures govern over scaled dimensions
(ii) Detail drawings govern over general drawings
(iii) Drawings govern over standard drawings
(iv) Drawings govern over shop drawings
8. Phase 1 Scope of Services;
9. General Requirements
10. General Conditions;
11. RFP and all addenda, attachments, and appendices;
12. Design-Builder Certifications from Proposal;
13. To the extent applicable, in the following order:
a. Local agency standards and specifications
b. Standard drawings
c. Reference documents
C. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard, higher quality, and most expensive shall always apply.
2.4 Amending and Supplementing Contract Documents.
A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof only by a Change Order or amendments allowed by the Contract Documents.
B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work may be authorized at no cost to OC SAN, by one or more of the following ways:
1. OC SAN’s Representative’s review of a submittal, shop drawing, sample, or
substitution request without exception (subject to the provisions of the Contract Documents); or
2. OC SAN’s Representative’s issuance of a response to an RFI.
C. However, no review or RFI response will reduce or modify Design-Builder’s obligation to fully satisfy and comply with the requirements of the Contract Documents.
2.5 Examining Contract Documents, Project Site.
A. Confirming Contract Documents. OC SAN and Design-Builder acknowledge that the Contract Documents may differ in some respect(s) from the other documents included
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in the RFP upon which Design-Builder based its Proposal Prior to entering into this Contract, the Parties shall confirm, in writing, the final form of the Contract Documents that are to be utilized. Following the GMP Amendment, once accepted by the Parties, the Construction Documents will become a part of the Contract Documents that defines the entire scope of Work, so long as such documents incorporate all minimum requirements of the Background Documents. Design-Builder shall certify that the Construction Documents are in full compliance with the Contract Documents, except
as noted.
B. Examining Contract Documents. Before commencing any Work on the Project, Design-Builder shall carefully examine the Contract, the Contract Documents, the
Background Documents, and other information given to Design-Builder as to Project requirements. Design-Builder shall immediately notify OC SAN’s Representative of any perceived or alleged error, inconsistency, ambiguity, or lack of detail or
explanation in such documents in writing. Neither Design-Builder nor any Subcontractor shall take advantage of any apparent error or omission which may be found in the Contract, the Contract Documents, the Background Documents, or other
information given to Design-Builder. If Design-Builder or its Subcontractors, material or equipment Suppliers, or any of their officers, agents, and employees performs, permits, or causes the performance of any Work under the Contract, which it knows or should have known to be in error, inconsistent, or ambiguous, or not sufficiently detailed or explained, Design-Builder shall bear any and all costs arising therefrom including, without limitation, the cost of correction thereof without increase or adjustment to the GMP or the Contract Time. In no case shall any Subcontractor proceed with Work if uncertain without Design-Builder’s written direction and/or
approval.
C. Contract Document Conformance with Laws. Before commencing any Work on the Project, Design-Builder shall check and review the Contract Documents, including the Construction Documents, for conformance and compliance with all laws, ordinances, codes, and rules and regulations of all governmental authorities and public utilities affecting the construction and operation of the physical plant of the Project; all quasi-
governmental and other regulations affecting the construction and operation of the physical plant of the Project; and other special requirements, if any, designated in the Contract. In the event Design-Builder observes any violation of any law, ordinance, code, rule or regulation, or inconsistency with any such restrictions or special requirements of the Contract, Design-Builder shall immediately notify OC SAN’s Representative in writing of the same and shall cause to be corrected any such
violation or inconsistency in the manner provided hereunder. Design-Builder shall be solely liable for any such violation, inconsistency, or special requirement if Design-Builder fails to conduct such review or notification to OC SAN.
D. Examination of Project Site. As part of Phase 1 and prior to all GMP Amendments, Design-Builder shall inspect and become familiar with the Site, its physical condition relevant to the obligations of Design-Builder pursuant to the Contract, including surface and subsurface conditions, normal and usual soil conditions, roads, Underground Facilities, topographical conditions, and air and water quality conditions and shall, among other things, review the Contract Documents, including, but not limited to, the Background Documents, relative to the Site. Design-Builder shall be familiar with all local and other conditions which may be material to Design-Builder’s
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performance of the Work (including transportation; seasons and climate; access, availability, disposal, handling, and storage of materials and equipment; and availability and quality of labor); Design-Builder shall have received and reviewed all information regarding the Site provided to or developed by it in connection with the Work pursuant to the Contract; and Design-Builder shall have made all other Site investigations that it deems necessary to make a determination as to the suitability of the Site and to submit a Phase 2 Proposal to OC SAN in accordance with the Contract
Documents. Design-Builder’s Phase 2 Proposal shall serve as a representation by Design-Builder that, based on the foregoing, the Site constitutes an acceptable and suitable site for the Work and that the Work can be performed on the Site within the
Contract Price and in accordance with the Contract Documents, including the schedule requirements of the Contract.
E. Reporting and Resolving Discrepancies. The Contract Documents are intended to be
fully comprehensive and complementary. Before undertaking each part of the Work,
Design-Builder shall carefully study and compare the Contract Documents and check
and verify pertinent figures therein and all applicable field measurements. Design-
Builder shall promptly report in writing to OC SAN any conflict, error, ambiguity, or
discrepancy which Design-Builder discovers, should have discovered, or has actual
knowledge of, and shall obtain a written interpretation or clarification from OC SAN
before proceeding with any Work affected thereby. If, during the performance of the
Work, Design-Builder discovers any conflict, error, ambiguity, or discrepancy within
the Contract Documents, or between the Contract Documents and (i) any Applicable
Law, (ii) any standard, specification, manual, or code, or (iii) any instruction of any
Supplier, Design-Builder shall promptly submit a written RFI to OC SAN. Design-
Builder shall not proceed with the Work affected thereby (except in an emergency)
until an amendment or supplement to the Contract Documents has been issued by
one of the methods indicated in the Contract Documents, and any Work performed by
Design-Builder before receipt of an amendment or supplement shall be at Design-
Builder’s own risk.
F. Responsibility for Review of Contract Documents. Design-Builder shall be solely
responsible for any errors, inconsistencies or omissions in the Contract Documents if
Design-Builder fails to perform such review and examination or fails to report such
errors, inconsistencies or omissions to OC SAN in writing.
2.6 Reuse of Documents.
A. Design-Builder and any Subcontractor shall not have or acquire any title to or ownership rights in any of the Construction Documents or other documents (or copies
of any thereof) prepared by or bearing the seal of the Designer of Record or its consultants, including electronic media editions; or reuse of any such Construction Documents, other documents, or copies thereof on extensions of the Project or any other project without written consent of OC SAN. The prohibitions of this Article will survive final payment and termination of the Contract. Nothing herein shall preclude Design-Builder from retaining copies of the Contract Documents for record purposes.
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2.7 Ownership and Use of Construction Documents.
A. Ownership and Use. The Construction Documents, and all copies thereof, furnished to, or provided by, Design-Builder are the property of OC SAN. Design-Builder hereby assigns to OC SAN all right, title, and interest, including any copyrights, patents, and any other intellectual property rights in all Work Product and all ideas, methods, and information specifically developed as Work Product. Design-Builder will take such steps as are necessary to perfect or protect the ownership interest of OC SAN in such
Work Product. Upon completion, expiration, or termination of the Contract, Design-Builder shall turn over to OC SAN all such original Work Product in Design-Builder’s possession or control. OC SAN shall have unlimited rights, for the benefit of OC SAN,
in all Work Product and other Work developed in the performance of the Contract for the Project, including the right to re-use details of the Construction Documents on any other OC SAN work at no additional cost to OC SAN. Design-Builder, for a period up
to five (5) years from the date of completion of the Project, agrees to furnish and to provide access to copies of all such materials immediately upon the written request of OC SAN. Any use or reuse by OC SAN of the Construction Documents on any project
other than this Project without employing the services of Design-Builder shall be at OC SAN’s own risk with respect to third parties. If OC SAN uses or re-uses the Construction Documents on any project other than this Project, it shall remove the Designer of Record’s seal from the Construction Documents and hold harmless Design-Builder, Designer of Record, and their officers, directors, agents, and employees from claims arising out of the use or re-use of the Construction Documents on such other project.
B. Design Subcontractors. To the extent Design-Builder does not directly perform Design
Work, Design-Builder shall acquire a license meeting the requirements of this Article 2.7 from each of its designers in order to convey the rights to OC SAN. Further, in the event that a subconsultant to Design-Builder, or any other party that is not in privity with OC SAN under the Contract, maintains any right to a copyright or other intellectual property right in any portion of the Work Product, Design-Builder shall obtain from that party a grant of a non-exclusive and perpetual license in favor of OC SAN as described
in Article 2.7(A) above. Design-Builder shall deliver said license to OC SAN prior to the subconsultant or other design entity performing any work on the Project. OC SAN’s obligation to compensate Design-Builder shall not commence until the license is delivered.
C. Use of Design. In accordance with Public Contract Code section 22185.5(c)(2), design professionals responsible for performing Design Work on behalf of Design-Builder
shall have sole liability for their design errors and omissions, provided OC SAN elects to use their complete and stamped designs with subsequent design-build entities or licensed contractors.
2.8 Confidential Information.
A. No Unauthorized Disclosure. All information gained or Work Product produced by Design-Builder in the performance of the Contract will be considered confidential, unless such information is in the public domain. Design-Builder shall not release or disclose any such information or Work Product to persons or entities other than OC SAN without the prior written consent of OC SAN, except as otherwise required by
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law. Design-Builder shall promptly notify OC SAN should Design-Builder, or its representatives, Subcontractors, or Suppliers, be served summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request or court order from any third party regarding the Contract and the Services performed under the Contract.
B. Media. Design-Builder shall not comment publicly to the press or any other media or issue any news release or public relations item of any nature whatsoever regarding
the Contract without prior review of the contents thereof by OC SAN and receipt of OC SAN’s written permission.
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ARTICLE 3 - EXECUTION OF CONTRACT; INSURANCE, BONDS, INDEMNIFICATION
3.1 Notice to Proceed.
A. After an approval to award the Contract is granted by OC SAN’s Board of Directors (or as delegated pursuant to OC SAN’s current Purchasing Ordinance and any amendments thereto) and, when applicable, by the State Water Resources Control Board, OC SAN will forward the Contract to the Design-Builder for execution. Design-Builder shall deliver the executed Contract, along with the specified insurance
documents, to OC SAN within fifteen (15) calendar days from the date of award. Upon receipt of all properly executed documents, OC SAN shall execute all documents as necessary, establish the effective date of the Contract, and OC SAN shall issue a
Notice to Proceed or Task Order for Phase 1, unless OC SAN’s Representative determines that good cause exists to delay the issuance. In such case, OC SAN may delay issuance of the Notice to Proceed or Task Order. Said Notice to Proceed or Task
Order shall be forwarded to the Design-Builder by mail or by any other means which shall provide confirmation of a date and time receipt acknowledgment, including, but not limited to, electronic telecommunication. In the event the Design-Builder does not
return the executed Contract and insurance within the specified fifteen (15) Day period, OC SAN may reduce the time required for completion, beginning the sixteenth (16th) Day after the Contract is forwarded by OC SAN, on a day-for-day basis.
3.2 Contract Bonds.
A. Generally. Prior to Design-Builder’s commencement of Construction Work, Design-Builder shall submit a Performance Bond and Payment Bond on the forms provided with the Contract Documents, duly executed by a responsible corporate surety admitted to transact surety business in the State of California, as defined in Code of
Civil Procedure section 995.120, and listed in the United States Department of the Treasury circular entitled "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies," authorized to do business in the State of California and acceptable to OC SAN conditioned upon the faithful performance by Design-Builder of all requirements of the Contract Documents. The obligations of the Performance Bond Surety shall continue so long as any
obligation of Design-Builder remains. Nothing herein shall limit OC SAN’s rights or Design-Builder’s or Surety’s obligations under the Contract, law, or equity, including, but not limited to, California Code of Civil Procedure section 337.15.
B. Amount of Bonds. The Performance Bond and Payment Bond shall each be in a sum no less than one hundred percent (100%) of the Phase 2 Price. No payment will be made to Design-Builder until the bonds have been approved by OC SAN. The amount
of the Performance Bond and the Payment Bond shall be increased by Design-Builder to reflect the adjustment to the Phase 2 Price. Design-Builder shall, upon request of OC SAN, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to OC SAN. The bonds shall further provide that no change or alteration of the Contract (including, without limitation, an increase in the Phase 2 Price), extensions of time, or modifications of the time, terms, or conditions of payment to Design-Builder will release the Surety. If Design-Builder fails to furnish any required bond, OC SAN may terminate the Contract for cause.
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C. Monitoring of Sureties. Design-Builder shall be responsible throughout the Project for monitoring the financial condition of any Surety issuing bonds under the Contract and for making inquiries no less often than annually to confirm that each such Surety complies with the qualification requirements specified in this Article. In the event any Surety is declared bankrupt, becomes insolvent, or has the rights to do business in the state terminated, Design-Builder shall promptly notify OC SAN of such event and shall promptly take steps to ensure continued compliance with this Article by furnishing or
arranging for the furnishing of a substitute or additional bond of a Surety whose qualifications satisfy all above requirements.
D. Insufficient Bonds. Should, in OC SAN’s sole opinion, any bond become insufficient or
Surety found to be unsatisfactory, Design-Builder shall renew or replace the affected bond within 10 Days of receiving notice from OC SAN. In the event the Surety or Design-Builder intends to reduce or cancel any required bonds, at least thirty (30) Days
prior written notice shall be given to OC SAN, and Design-Builder shall post acceptable replacement bonds at least ten (10) Days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under the Contract until any
replacement bonds required by this Article are accepted by OC SAN.
3.3 Insurance.
A. General. Design-Builder shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by Design-Builder, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. Design-Builder shall not commence Work under the Contract until all insurance required under this
Article is obtained in a form acceptable to OC SAN, nor shall Design-Builder allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. Design-Builder shall maintain all of the foregoing insurance coverages in force through the point at which the Work under the Contract is fully completed and accepted by OC SAN pursuant to the Contract Documents. Furthermore, Design-Builder shall maintain all of the foregoing insurance coverages
in full force and effect throughout the warranty period, commencing on the date of Final Completion. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OC SAN by Design-Builder under Section 3.5 of these General Conditions. Notwithstanding nor diminishing the obligations of Design-Builder with respect to the foregoing, Design-Builder shall subscribe for and maintain in full force and effect during the life of the Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, 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 Design-Builder’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. Design-Builder’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 Conditions may list such requirements and sample forms and requirements from such Third Parties and/or such requirements may be included in an attachment to the General Requirements.
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Design-Builder 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 requirement(s) providing the more protective coverage for both OC SAN and the Third Parties shall control and be purchased and maintained by Design-Builder. If Design-Builder 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 Design-Builder. Where permitted by law, Design-Builder 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, Design-Builder 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, Design-Builder 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.
B. 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 the Contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04), then the
aggregate limit may be equivalent to the per occurrence limit. Coverage shall include each of the following:
a. Premises-Operations
b. Products and Completed Operations, with limits of at least Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000) which shall be in effect at all times during the warranty period set forth in the General Conditions, 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 the 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 the Contract.
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e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability.
f. Independent Design-Builder’s Liability
g. 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, Design-Builder is obligated to assume responsibility of insurer until the deductible, SIR, or other condition of
insurer assuming its defense and/or indemnity has been satisfied. Design-Builder shall be responsible to pay any deductible or SIR.
h. 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.
i. 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 Design-Builder 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 Design-Builder in the amount of One Million Dollars ($1,000,000) in a form acceptable to OC SAN.
5. Workers’ Compensation/Employer’s Liability: Design-Builder 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 ($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. Claims Made. If Design-Builder 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 Design-Builder warrants that any retroactive date applicable to coverage under the policy precedes the effective date of the 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 the Contract is completed.
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7. Errors and Omissions/Professional Liability Insurance: Design-Builder shall maintain in full force and effect, throughout the term of the Contract, standard industry form professional liability / errors and omissions insurance coverage with coverage limits of not less than Five Million Dollars ($5,000,000) in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of the Contract, and for a period of five (5) years from the
date of the completion of the Work hereunder. In the event of termination of said policy during this period, Design-Builder shall obtain continuing insurance coverage for the prior acts or omissions of Design-Builder during the course of
performing Work under the terms of the Contract. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present
policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of the Contract or until completion of the Work provided for in the Contract, whichever is later. In the event of
termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts or omissions of Design-Builder during the course of performing Work under the terms of the Contract. Design-Builder 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.
8. Marine Insurance: Marine Protection and Indemnity insurance with limits as specified herein, if the Design-Builder engages in marine operations in the execution of any part of the Work, or cause the Subcontractor to maintain, Marine Protection and Indemnity insurance. The insurance shall provide coverage with
coverage limits of not less than Two Million Dollars ($2,000,000) for the Design-Builder, or Subcontractor (whichever is doing the work) and for OC SAN (together with officials and employees) as an Additional Insured for bodily injury and property
damage arising from marine operations under this Contract. Coverage shall include, without limitation, injury or death of crew members (if not provided through other insurance), removal of wreck, damage to piers, wharves and other fixed or floating
objects and loss or damage to any other vessel or craft, or to property on such vessel or craft.
If carrying out any ocean, coastal or inland waterway shipments, the Design- Builder shall ensure a marine insurance policy is in place to fully insure the full replacement value of the shipment, and should cover the cargo on an “All Risks” basis from the point of origin of shipment until delivery to the job site, including the risk of unloading at the delivery point.
The Design-Builder shall maintain or cause to be maintained, if applicable, Hull and Machinery insurance covering the full replacement cost of all barges, scows and other watercraft owned, rented, or leased by the Design-Builder or Subcontractor.
C. 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
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respects OC SAN, its directors, officers, agents, consultants, and employees; or Design-Builder shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
D. 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 Design-Builder at or from any of the sites of OC SAN in connection with the Contract, or acts and omissions of the additional insured in connection with its general
supervision or inspection of said operations related to the 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. Design-Builder 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 Design-Builder 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.
E. 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
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the required policy of worker’s compensation insurance, subject to OC SAN’s option, at any time during the term of the Contract, to require a change in insurer upon twenty (20) Days written notice. Further, OC SAN will require Design-Builder to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) Days of written notice to Design-Builder by OC SAN or its agent.
F. Verification of Coverage. Design-Builder 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, at any time, complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required herein.
G. Subcontractors. Design-Builder shall be responsible to establish insurance
requirements for any Subcontractors hired by Design-Builder. 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. Design-Builder must obtain copies and maintain current versions of all Subcontractors’ policies, certificate of liability, and mandatory endorsements effecting coverage. Upon request, Design-Builder must furnish OC SAN with the above-referenced required documents.
H. Required Forms and Endorsements.
1. Required ACORD Form
a. Certificate of Liability
(i) ACORD Form 25 or other equivalent certificate of insurance form
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference). In the event any of the following
forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability
(i) Form CG 00 01
b. Additional Insured Including Products-Completed Operations
(i) Form CG 20 10 and 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 Recovery Against Others to Us/Waiver of Subrogation
(i) Form CG 24 04
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3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation
(i) Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval.
b. Cancellation Notice
(i) No endorsement is required. However, Design-Builder is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described Cancellation and Policy Change Notice, above.
4. Additional Required Endorsements
a. Notice of Policy Termination
(i) Manuscript Endorsement
5. Course of Construction Required Forms (if required)
a. Name Insured
(i) Evidence Only Certificate
3.4 Design-Builder’s Liability Not Limited by Insurance.
Nothing contained in these insurance requirements is to be construed as limiting the
liability of Design-Builder or Design-Builder’s Sureties.
3.5 General Indemnification.
A. Design-Builder shall, with respect to all Work covered by or incidental to these Contract Documents, be responsible for any liability imposed by law and shall indemnify, defend, and hold OC SAN and its consultants, and each of their directors, officers, agents and employees, and all Governmental Bodies issuing permits to the Design-Builder, free and harmless from and against all of the following:
1. Any claim, suit, or action of every name, kind, and description, loss, damage, cost,
expenses, including reasonable attorney’s fees and expert fees, costs of compliance with administrative orders and directives, litigation, arbitration, awards, fines, and administratively or judicially-imposed penalties or judgments, arising by reason of death or bodily injury to person(s), injury to property, or other loss, damage, or expense, resulting from the construction of the Work, design defects, defects in the Work, or by or on account of acts, errors, or omissions of the Design-
Builder or Design-Builder’s Subcontractors, Suppliers, employees, invitees, or agents or from any other cause whatsoever arising during the progress of the Work or at any time prior to its completion and Final Completion, including any of the same resulting from OC SAN’s alleged or actual acts, errors, or omissions regardless of whether on or off of the worksite. Said responsibility shall extend to claims, demands or liability for loss, damage, or injuries occurring or discovered
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after completion of the Work, as well as during the progress of the Work. However, Design-Builder shall not be obligated under the Contract to indemnify OC SAN or its consultants with respect to the active negligence, sole negligence, or willful misconduct of OC SAN or its consultants.
B. In addition, if any action is brought against the Design-Builder or any Subcontractor to enforce a stop payment notice or notice to withhold, which names OC SAN as a party to said action, OC SAN shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements arising out of the defense of such action by OC SAN. OC SAN shall be entitled to deduct its costs for any stop payment notice filed, whether court action is involved or not.
C. In any and all claims against the indemnified parties by an employee of the Design-Builder, any Subcontractor, any Supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification
obligation as specified herein shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Design-Builder, or any Subcontractor, or any Supplier, or other person under Workers’ Compensation acts, disability benefit acts, or other employee acts.
D. The obligations of Design-Builder as specified herein shall not extend to the liability of consultants or their subconsultants,, and each of their directors, officers, agents, and employees, arising out of or resulting from or in connection with the preparation of approval of maps, drawings, opinions, reports, surveys, designs, or specifications,
provided that the foregoing was the sole and exclusive cause of the loss, damage, or injury.
E. Design-Builder shall also be responsible for and shall indemnify, defend, and hold harmless OC SAN, OC SAN’s Representative, consultants and their subconsultants, and each of their directors, officers, employees, and agents from and against all losses, expenses, damages (including damages to the Work itself), attorney’s fees,
and other costs, including all costs of defense, which any of them may incur with respect to the failure, neglect, or refusal of the Design-Builder to faithfully perform the Work and all of the Design-Builder’s obligations under the Contract. Such costs,
expenses, and damages shall include all costs, including attorney’s fees incurred by the indemnified parties in any lawsuit to which they are a party.
F. In the event Design-Builder or its insurer refuses or fails to provide a legal defense to OC SAN after receiving written notice of the legal action and a tender and demand for defense, OC SAN shall have the right to select counsel of its own choice to represent all the interests of OC SAN at Design-Builder’s cost and expense. Design-Builder agrees that the amount of legal costs and expenses, including attorneys’ fees, may be withheld by OC SAN from any Contract amounts due and owing to Design-Builder until
such time as a final determination is made as to the responsibility for payment of said fees and costs. Design-Builder further agrees that to the extent OC SAN incurs such damages and the damages exceed any remaining Contract amounts due and owing to Design-Builder, Design-Builder shall reimburse OC SAN for all such additional damages upon demand by OC SAN for the same.
G. Design-Builder’s obligation to defend, indemnify, and/or hold harmless arises out of
Design-Builder’s performance as a “design professional” (as that term is defined under
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Civil Code section 2782.8), and only to the extent required under Civil Code section 2782.8, which is fully incorporated herein, Design-Builder’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design-Builder, and, upon Design-Builder obtaining a final adjudication by a court of competent jurisdiction, Design-Builder’s liability for such claim, including the cost to defend, shall not exceed Design-Builder’s proportionate percentage of fault.
H. Design-Builder and OC SAN agree that nothing in this Article is intended to be or is a prevailing party clause as it pertains to attorney’s fees.
3.6 Joint and Several Liability.
A. If the Design-Builder is a joint venture or partnership, each venturer or partner shall be jointly and severally liable for any and all of the duties and obligations of the Design-Builder that are assumed under or arise out of the Contract. Each of such venturers or
partners waives notice of the breach or non-performance of any undertaking or obligation of the Design-Builder contained in, resulting from, or assumed under the Contract, and the failure to give any such notice shall not affect or impair such
venturer’s or partner’s joint and several liability hereunder.
3.7 Personal Liability.
A. No director, officer, employee, or agent of OC SAN, or its consultants, shall be personally responsible for any liability arising under or by virtue of the Contract.
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ARTICLE 4 - CONTROL OF THE WORK.
4.1 Authority of OC SAN’s Representative.
A. Generally. OC SAN’s Representative serves as the agent of OC SAN and will observe the accomplishment of the Work in accordance with the provisions of the Contract. OC SAN’s Representative will decide any and all questions which may arise as to the interpretations of the Contract Documents, as to the quality and acceptability of materials furnished and Work performed, as to the manner of performance, and as to
the rate of progress of the Work. All questions as to the acceptable performance of the Contract on the part of Design-Builder shall be decided by OC SAN’s Representative.
B. Instructions. OC SAN’s Representative shall have authority to make minor changes in
the Work not involving extra or lesser cost, and not inconsistent with the intent of the Contract Documents. All instructions, rulings, and decisions of OC SAN’s Representative shall be in writing, and shall be final and binding on Design-Builder
unless formal written objection is made as specified herein.
C. Authority of OC SAN’s Representative. It is expressly agreed that OC SAN’s Representative shall not have the power to waive any of the obligations of the Contract
Documents for the furnishing by Design-Builder of good and suitable material, and for performing the Work as herein described. Failure or omission on the part of OC SAN’s Representative to reject defective or inferior Work or materials, or OC SAN’s Representative’s release of Design-Builder from obligations to remedy the defective or inferior Work, shall not imply acceptance of the Work.
D. Board Authority. The Board shall have the final authority in all matters affecting the Work. Within the scope of the Contract Documents, OC SAN’s Representative shall have the authority to enforce compliance with the Contract Documents. Design-Builder
shall promptly comply with all instructions from OC SAN’s Representative which are made in accordance with the Contract Documents.
E. Binding Authority. In all matters relating to acceptability of construction materials and equipment, execution and progress of Work, percentage of completion, the interpretation of Contract Documents, delays and claims by Design-Builder, the decision of OC SAN’s Representative shall be final and binding unless Design-Builder
timely follows the appropriate procedures to object to the same as set forth herein, or unless otherwise ordered by the Board.
4.2 Supervision by Design-Builder.
A. Generally. Design-Builder is required to give personal attention to the fulfillment of the Contract, and to keep the Work under control. Design-Builder shall supervise and direct the Work competently and efficiently, devoting such attention thereto and
applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Design-Builder shall have a copy of the Contract Documents available at the Site at all times. Design-Builder shall furnish a competent and adequate staff as necessary for the proper administration, coordination, supervision, and superintendence of its portion of the Work on the Project; organize the procurement of all materials and equipment so that the materials and equipment will be available at the time they are needed for the Work; and keep
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an adequate force of skilled and fit workers on the job to complete all Work on the Project in accordance with all requirements of the Contract.
B. Site Superintendent. Design-Builder shall provide a site superintendent with full authority to receive and execute such instructions, orders, or directions as OC SAN’s Representative may issue in connection with the provisions of the Contract Documents. The site superintendent shall be available on site at all times during progress of the Work. Before any Work is done at the Site, Design-Builder shall give
written notice to OC SAN’s Representative stating the name, home address, and telephone number of Design-Builder’s site superintendent. OC SAN’s Representative shall be informed in writing prior to any change of site superintendent. A statement
naming more than one representative at a time to be in charge, depending upon which is present at the time, will not be acceptable. If a site superintendent is not present at a particular location of the Site, OC SAN’s Representative may inform the foreman, or
other person in charge, regarding an interpretation of the Contract Documents or of any disapproval or rejection of materials or Work performed. Information so given shall be as binding as if given to the site superintendent.
C. Employment of Workers. Design-Builder shall comply with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all Subcontractors and consultants to comply with the same. Each person executing the Contract on behalf of Design-Builder verifies that he or she is a duly authorized officer of Design-Builder and that any of the following shall be grounds for OC SAN to terminate the Contract for cause: (1) failure of Design-Builder or its Subcontractors or consultants to meet any of
the requirements provided for in this Article; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements.
D. Labor Competency. Design-Builder shall, at all times, enforce strict discipline and good order among its employees. Design-Builder shall not employ on the Project any unfit
person or any one not skilled in the services assigned to him or her. If any Subcontractor, site superintendent, foreman, or person(s) employed by Design-Builder shall fail or refuse to carry out the directions of OC SAN’s Representative, or shall appear to OC SAN’s Representative to be incompetent or to act in a disorderly or improper manner, that person(s) shall be discharged immediately on demand of OC SAN and such person(s) shall not again be employed on the Project. Design-Builder
shall bear all costs associated with such discharge of any Subcontractor, site superintendent, foreman, or person(s) employed by Design-Builder and such discharge shall not constitute a basis for any Change Order Request or claim against OC SAN.
E. Emergency. Design-Builder shall file with OC SAN’s Representative the names, addresses, and telephone numbers of representatives who can be contacted at any time in case of emergency. These representatives must be fully authorized and equipped to correct unsafe or excessively inconvenient conditions on short notice.
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4.3 Access to Work.
A. OC SAN, OC SAN’s Representative, their consultants and other representatives and personnel, independent testing laboratories, and Governmental Bodies with jurisdictional interests will have access to the Site and Project at reasonable times for their observation, inspection, and testing. Design-Builder shall provide them proper and safe conditions for such access and advise them of Design-Builder’s safety procedures and programs.
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ARTICLE 5 - SCOPE OF WORK
5.1 General Responsibilities.
A. Generally. Design-Builder agrees that it has single point responsibility for the design and construction of the Project, and agrees to utilize the generally accepted standards of design, engineering, and construction practices. Unless otherwise provided in the Contract Documents, Design-Builder shall provide and pay for all professional design/engineering services, services, labor, materials, equipment, tools, construction
equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work on the Project, whether temporary or permanent and whether or not incorporated or to be
incorporated in Work on the Project. Design-Builder shall supervise, coordinate, and direct all Work on the Project using Design-Builder’s best skill and attention and applying such skills and expertise as may be necessary to perform the Work in
accordance with the Contract Documents. Design-Builder shall be solely responsible for, and have control over, the entire design effort, construction means, methods, techniques, sequences, procedures, and the coordination of all portions of Work on
the Project. Design-Builder shall be responsible to OC SAN for acts and omissions of Design-Builder, its agents, employees, and Subcontractors, and their respective agents and employees. Design-Builder has the duty to act in OC SAN’s best interests at all times throughout the course and performance of the Contract. If Design-Builder performs any design and/or construction activity which it knows, or should know, involves an error, inconsistency, or omission without notifying and obtaining the written consent of OC SAN’s Representative, Design-Builder shall be responsible for the resultant losses, including, without limitation, the costs of correcting Defective Work.
B. Governmental Approvals. OC SAN will not be liable for Design-Builder’s failure to obtain, maintain, and comply with all Governmental Approvals. All fines and fees assessed by Governmental Bodies as a result of said failures shall be Design-Builder’s responsibility. In the event OC SAN is assessed with any fines or fees related to Design-Builder’s failure to comply with the requirements set forth in this Article, the amount of fees or fines will be deducted from the Contract Price.
C. Standard of Care. Design-Builder’s performance shall be consistent with the standards set forth in the Contract and the General Conditions. Design-Builder represents that it is fully experienced and properly qualified to perform the class of Work provided for in the Contract and that it is properly licensed, equipped, organized, and financed to perform Work on the Project. Design-Builder warrants to OC SAN that all Work shall be performed in accordance with the professional standards and degree of care
applicable to those design and construction professionals who specialize in designing and providing services for projects of the type, scope, quality, and complexity of the Project utilizing the progressive design-build contracting mode. Design-Builder shall perform the Services using its best professional skill and judgment, acting with due care and in accordance with professional standards of care, the terms hereof, and applicable law, code, rule, or regulation. Design-Builder warrants that the Services and Work will be of the highest quality and free from defects and that all Work will conform with the requirements of the Contract Documents. Design-Builder shall be solely responsible for the means, methods, techniques, sequences, and procedures of design and construction of the Project. Design-Builder shall supervise, inspect, and
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direct the Services and Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Design-Builder shall perform, at its own cost and expense and without reimbursement from OC SAN, any services necessary to correct errors or omissions which are caused by Design-Builder’s failure to comply with the standard of care provided for herein.
D. Best Efforts. Design-Builder recognizes the relations of trust and confidence that are
established by the Contract, and covenants with OC SAN to furnish Design-Builder’s best skill and judgment, and to actively cooperate and assist in furthering the best interests of OC SAN in all matters pertaining to the Project. Design-Builder agrees to
furnish efficient business administration and capable supervision, and to use every effort to keep upon the Work an adequate supply of workers and materials in order to secure its execution in the most expeditious and economical manner consistent with
OC SAN’s best interests. Design-Builder’s employees assigned to the Project shall at all times be reasonably satisfactory to OC SAN.
E. Independent Contractor. Design-Builder shall be responsible to OC SAN for acts and
omissions of Design-Builder, its employees, Subcontractors, material and equipment suppliers, and their agents, employees, invitees, and other persons performing portions of Work on the Project under direct or indirect contract with Design-Builder or any of its Subcontractors. Design-Builder in the performance of the Contract shall be and act as an independent contractor. Design-Builder understands and agrees that it and all of its employees shall not be considered officers, employees, agents, partner, or joint venture of OC SAN, and are not entitled to benefits of any kind or nature normally provided employees of OC SAN or to which OC SAN's employees are
normally entitled, including, but not limited to, State Unemployment Compensation or Worker's Compensation. Design-Builder shall assume full responsibility for payment of all federal, state, and local taxes or contributions, including unemployment insurance, social security, and income taxes with respect to Design-Builder’s employees. In the performance of the Services, Design-Builder is an independent contractor or business entity, with the sole authority for controlling and directing the
performance of the details of Design-Builder’s Services, OC SAN being interested only in the results obtained.
F. Permits and Licenses. All necessary permits and licenses for prosecution of the Work shall be secured and paid for by Design-Builder, including, but not limited to, permits, licenses, and fees required by a Governmental Body or necessary encroachment permits for Work within the public rights-of-way, unless otherwise expressly provided
by the Contract Documents. Design-Builder shall arrange and pay for all off-site inspection of the Work related to permits and licenses, including certification, required by the Contract Documents or by Governmental Bodies, except for such off-site inspections delineated as OC SAN’s responsibility pursuant to the Contract Documents. Before completion of the Project, Design-Builder shall submit all licenses, permits, certificates of inspection, and required approvals to OC SAN.
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5.2 Design Work.
A. Generally. Design-Builder is responsible for the design and construction of the Project and shall use the design and engineering standards of care applicable to projects, buildings, or work of similar size, complexity, quality, and scope in performing Work on the Project. Design-Builder shall be solely responsible for any and all design errors including, but without limitation, errors, inconsistencies, or omissions in the Construction Documents. Design-Builder shall take field measurements, verify field
conditions, and carefully compare with the Contract Documents such field measurements, conditions, and other information known to Design-Builder before commencing Work on the Project. Errors, inconsistencies, or omissions discovered at
any time shall be promptly reported in writing to OC SAN’s Representative.
B. Construction Documents.
1. Generally. Design-Builder shall furnish design, architectural, and engineering
services for the preparation of Construction Documents necessary to complete the Project in accordance with the requirements of the Contract Documents. The Designer of Record shall design the Project and prepare the Construction
Documents. The Construction Documents shall provide information customarily necessary in documents for projects of similar size, complexity, and quality. The Construction Documents shall include all information required to complete the construction of the Project, other than such details customarily developed by others during construction. Design-Builder is required to deliver to OC SAN any and all Construction Documents and Work Product including, but not limited to, calculations, preliminary drawings, construction drawings, shop drawings, electronic media data, tenant improvement documents, sketches, illustrations,
specifications, descriptions, models, mock ups, and other information developed, prepared, furnished, or delivered in the prosecution of the Design Work.
2. Submittal and Review of Construction Documents. Design-Builder shall submit completed packages of the Construction Documents for review by OC SAN at the times indicated on the Phase 1 CPM Schedule and as defined in the Phase 1 Scope of Services. Unless otherwise expressly modified by the Phase 1 Scope of
Services, meetings between Design-Builder and OC SAN to review the Construction Document packages shall be scheduled at least every two weeks, or as otherwise agreed to by the Parties, and held so as not to delay Work on the Project. Design-Builder will conduct these design meetings with OC SAN in accordance with the schedule approved by OC SAN. Design-Builder will be responsible for preparing and circulating for the parties’ review, design meeting
minutes from all such meetings. OC SAN’s review of the Construction Documents shall be conducted in accordance with the approved Phase 1 CPM Schedule and with procedures set forth in the Contract Documents. Such review shall not relieve Design-Builder from its responsibilities under the Contract. Such review shall not be deemed an approval or waiver by OC SAN of any deviation from, or of Design-Builder’s failure to comply with, any provision or requirement of the Contract Documents, unless such deviation or failure has been identified as such in writing in the document submitted by Design-Builder and approved by OC SAN. The production and review of Construction Documents may be a continuing process with portions thereof completed at different times. The Phase 1 CPM Schedule
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shall indicate the times for OC SAN to review the completion of each such portion of the Construction Documents and a reasonable time for review of same.
C. Field Engineering. Design-Builder shall retain and pay expenses of a civil engineer or land surveyor to establish on the Project site the required reference points and benchmarks, establish building lines and elevations, check for building framing, plumbness, and establish on building frame the required basic grid lines. The engineer or land surveyor shall be properly licensed in the State of California. Design-Builder
shall locate and protect control points prior to starting Work on the Project site and preserve permanent reference points during construction, and shall require the engineer or surveyor to replace control points which become lost or destroyed.
D. Information and Documents. OC SAN will make the reference documents related to the Project available to the Design-Builder, including, but not limited to, any preliminary surveys, geotechnical information, and other information that describes the Site. The
reference documents are provided for information only and will not be included as part of the Contract Documents. Design-Builder shall perform its own independent site investigations in accordance with the requirements of the Contract Documents.
Design-Builder’s reliance on any reference documents shall not be a basis for increases to the Contract Price or Contract Time, nor shall it result in any claims against OC SAN.
E. Geotechnical and Survey. OC SAN may provide to Design-Builder a geotechnical report that shall not be considered a part of the Contract Documents and shall be informational only and may not be relied upon by Design-Builder to form its basis of design. Design-Builder shall be responsible for obtaining its own geotechnical report which includes supporting data, findings, and recommendations; and also includes a
legal description and a project survey, as necessary, which shall become a part of the Contract Documents. The Design Work shall be consistent with both the findings and recommendations of Design-Builder’s geotechnical report and legal description and Project survey, or such other geotechnical recommendations obtained by Design-Builder at its sole cost and expense. Design-Builder shall verify the location and depth (elevation) of all existing utilities and services before performing any excavation work.
Any additional tests, borings, etc. necessary to support the Construction Documents shall be the responsibility of Design-Builder.
5.3 Design-Builder’s Performance of Work.
A. Means and Methods. Design-Builder is solely responsible for the means and methods utilized to perform Work. Design-Builder shall perform all Work in a skillful and workmanlike manner, and consistent with the standards generally recognized as being
employed by professionals in the same discipline in the State of California. Design-Builder warrants that all employees and Subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Design-Builder represents that it, its employees, and Subcontractors have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Work, and that such licenses and approvals shall be maintained throughout the term of the Contract. Design-Builder shall perform the Work in full compliance with all Applicable Laws and requirements of all Governmental Bodies having authority over the Project.
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B. Design-Builder’s Responsibility for Work. Responsibility for, and security of, all Work and materials related to Design-Builder’s Work is the responsibility of Design-Builder until Final Acceptance of Design-Builder’s Work by OC SAN. OC SAN shall not be held responsible for the care or protection of any material or parts of the Work prior to Final Acceptance. Design-Builder shall take every necessary precaution against injury or damage to any part thereof by the action of the elements or from any cause whether arising from the execution or non-execution of the Work and all loss or damage shall
be borne by Design-Builder. Design-Builder shall rebuild, repair, restore and make good at its own expense all injuries or damages to any portion of the Work before its completion and acceptance. In the event of damage proximately caused by an Act of
God, OC SAN will pay for repair or restoration to damaged Work in excess of 5% of the Contract Price unless OC SAN has required Design-Builder to obtain insurance to indemnify OC SAN for any damage to the Project caused by an Act of God.
C. Layout and Field Engineering. Design-Builder shall utilize a properly licensed surveyor to perform all layout surveys required for the control and completion of the Work and all necessary surveys to compute quantities of Work performed.
5.4 Construction Quality Assurance, Quality Control.
A. Generally. Design-Builder shall have full responsibility for quality assurance and quality control for the Construction Work, including compliance with the Contract Documents. Without limiting any other requirement hereunder, Design-Builder shall perform quality control inspection and testing services to ensure compliance with the Contract Documents. Sampling and testing of materials, laboratory inspection of materials and processes for quality control purposes shall be performed in compliance with the Contract Documents.
B. Quality Control Plan. Design-Builder shall prepare and submit to OC SAN for review and approval a written Quality Control Plan that encompasses all requirements of the Contract Documents with regard to all quality control processes for the Construction Work. The Quality Control Plan shall identify Design-Builder’s overall framework for implementation of its Quality Control programs across all aspects of the Work. Design-Builder shall submit the Quality Control Plan for OC SAN’s acceptance. OC SAN’s
acceptance of the overall Quality Control Plan shall be a condition precedent to Design-Builder performing Construction Work. The Contract Documents provide more detail on what shall be included in the Quality Control Plan.
C. Internal Quality Control Audits. Design-Builder shall establish and maintain documented procedures for planning and implementing internal quality audits to verify whether quality activities and related results comply with planned arrangements and
to determine the effectiveness of the quality system. Audits shall be conducted on a planned and scheduled basis, consistent with the importance of the activities being performed. Design-Builder’s management personnel responsible for the relevant area shall take timely corrective action on deficiencies found during the audit. OC SAN shall have the right to request and review the audit results. Follow-up audit activities shall verify and record the implementation and effectiveness of the corrective action taken. OC SAN, at its sole discretion, may require Design-Builder to perform follow-up audits.
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D. Review and Update of QC Plan. Design-Builder shall continuously review the performance of the Quality Control Plan to ensure its continuing suitability in satisfying the requirements of the Contract Documents. Design-Builder’s reviews shall, at a minimum, include review of the results of internal audits, OC SAN audit results, corrective actions taken, trends in Defective Work, and time to resolution. OC SAN may, in its sole discretion, participate in Design-Builder’s reviews and may request data from the reviews. Design-Builder shall incorporate the findings and quality
improvement recommendations of Design-Builder reviews into the Quality Control Plan.
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ARTICLE 6 - LEGAL RELATIONS AND RESPONSIBILITIES
6.1 Laws to be Observed.
A. Applicable Laws. Design-Builder shall give all notices required by and shall comply with all Applicable Laws applicable to the performance of the Work. Except where otherwise expressly required by Applicable Laws, neither OC SAN nor OC SAN’s Representative shall be responsible for monitoring Design-Builder’s compliance with any Applicable Laws. If Design-Builder performs any Work knowing or having reason
to know that it is contrary to Applicable Laws, Design-Builder shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or
other dispute resolution costs) arising out of or relating to such Work. Design-Builder shall defend and indemnify OC SAN, the Board of Directors, its consultants, and its subconsultants, each of their directors, officers, employees, or agents against any
claim or liability arising from or based on the violation of any such law or regulation, whether by Design-Builder or any of Design-Builder’s employees or agents, including its Subcontractors and Suppliers.
B. Certified Electricians. Workers performing Work for Design-Builder installing, constructing, or maintaining any electrical system covered by the National Electric Code shall be certified as a General Electrician per California Labor Code section 3099.
C. Travel and Subsistence Payments. Each worker needed to execute the Work must be paid travel and subsistence payments as defined in the applicable collective bargaining agreements filed in accordance with California Labor Code Section 1773.1.
D. Nondiscrimination in Employment. Design-Builder must submit a signed statement
pursuant to Government Code section 12940. The Contract obligates Design-Builder and Subcontractors not to discriminate in employment practices. Design-Builder must, if requested, submit a compliance report concerning its employment practices and policies in order to maintain its eligibility to receive the award of the Contract. Design-Builder must be prepared to comply in all respects with the requirements regarding nondiscrimination, including, but not limited to, California Labor Code section 1735.
E. Public Records Act.
1. Ownership and Disclosure. Except as otherwise provided herein, all records, documents, Construction Documents, Plans, Specifications, Work Product, and all other information relating to the conduct of OC SAN’s business, including information submitted by Design-Builder (“Records”), shall become the exclusive property of OC SAN and shall be deemed public records. Said Records are subject
to the provisions of the California Public Records Act. OC SAN’s use and disclosure of its records are governed by this Act. OC SAN will use its best efforts to inform Design-Builder of any request for any financial records or documents marked “Trade Secret,” “Confidential,” or “Proprietary” provided by the Design-Builder to OC SAN. OC SAN will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act.
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2. Litigation Related to Disclosure. In the event of litigation concerning the disclosure of any Records, OC SAN’s sole involvement will be as a stakeholder, retaining the Records until otherwise ordered by a court. Design-Builder, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the Records and shall indemnify and hold OC SAN harmless from all costs and expenses including attorney’s fees in connection with any such action.
6.2 Labor Requirements.
A. Prevailing Rates of Wages.
1. Prevailing Wage Laws. Design-Builder is aware of the requirements of Labor Code
sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain
“public works” and “maintenance” projects. Since this Project involves an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Design-Builder
agrees to fully comply with such Prevailing Wage Laws. Design-Builder shall obtain a copy of the prevailing rates of per diem wages at the commencement of the Contract from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations (“DIR”) located at www.dir.ca.gov. In the alternative, Design-Builder may view a copy of the prevailing rate of per diem wages which is on file at OC SAN’s office and shall be made available to interested parties upon request. Design-Builder shall make copies of the prevailing rates of per diem wages available to interested parties, upon request, for each craft,
classification, or type of worker needed to perform work on the Project and shall post copies at Design-Builder’s principal place of business and at the Project site. Design-Builder shall post, at appropriate conspicuous points on the Site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned. Design-Builder shall defend, indemnify, and hold OC SAN, its officials, officers, employees, and
authorized volunteers free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
2. Penalties. Design-Builder shall forfeit as a penalty to OC SAN not more than Two Hundred Dollars ($200.00), pursuant to Labor Code section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage
rate as determined by the director of the DIR for such work or craft in which such worker is employed for any public work done under the Contract by it or by any Subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by Design-Builder.
3. Davis-Bacon. If the Contract is subject to the Davis-Bacon Act, the federal minimum wage rates for the Project are predetermined by the United States Secretary of Labor. These rates are available directly from the Department of Labor at
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http://www.wdol.gov and included in the Contract Documents. If there is a difference between the minimum wage rates predetermined by the Secretary of Labor and the general prevailing wage rates determined by the director of the DIR for similar classifications of labor, Design-Builder and its Subcontractors shall pay not less than the higher wage rate.
B. Public Works Contractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, Design-Builder and its Subcontractors must be registered with the DIR prior
to the execution of a contract to perform public works. By entering into the Contract, Design-Builder represents that it is aware of the registration requirement and is currently registered with the DIR. Design-Builder shall maintain a current registration
for the duration of the Project. Design-Builder shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any subcontract and ensure that all Subcontractors are registered at the time the subcontract is entered into and maintain
registration for the duration of the Project.
C. Employment of Apprentices. Design-Builder and all Subcontractors shall comply with the requirements of Labor Code sections 1777.5 and 1777.6 in the employment of
apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. Knowing violations of Labor Code section 1777.5 will result in forfeiture not to exceed one hundred dollars ($100.00) for each calendar day of non-compliance pursuant to Labor Code section 1777.7.
D. Hours of Work. As provided in Article 3 (commencing at section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, Design-Builder stipulates that eight (8) hours of labor
shall constitute a legal day’s work. The time of service of any worker employed at any time by Design-Builder or by any Subcontractor under the Contract upon the Work or upon any part of the Project contemplated by the Contract is limited and restricted to eight (8) hours during any one calendar day and 40 hours during any one calendar week, except as hereinafter provided. Notwithstanding the provisions herein above set forth, Services performed by employees of Design-Builder in excess of eight (8) hours
per day, and 40 hours during any one week, shall be permitted upon this public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay. Design-Builder and every Subcontractor shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed in connection with the Services or any part of the Services contemplated by the Contract.
The record shall be kept open at all reasonable hours to the inspection of OC SAN and to the Division of Labor Law Enforcement, Department of Industrial Relations of the State of California. Design-Builder shall pay to OC SAN a penalty of twenty-five dollars ($25.00) for each worker employed in the execution of the Contract by Design-Builder or by any Subcontractor for each calendar day during which such worker is
required or permitted to work more than eight (8) hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 (commencing at section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
E. Payroll Records; Labor Compliance.
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1. Maintaining Records. Pursuant to Labor Code section 1776, Design-Builder and all Subcontractors shall maintain weekly certified payroll records, showing the names, addresses, Social Security numbers, work classifications, 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 them in connection with the Services under the Contract. Design-Builder shall certify under penalty of perjury that records maintained and submitted by Design-Builder are
true and accurate. Design-Builder shall also require Subcontractor(s) to certify weekly payroll records under penalty of perjury.
2. Furnishing Records. In accordance with Labor Code section 1771.4, Design-Builder
and each Subcontractor shall furnish the certified payroll records directly to the DIR on the specified interval and format prescribed by the DIR, which may include electronic submission. Design-Builder shall comply with all requirements and
regulations from the DIR relating to labor compliance monitoring and enforcement.
3. Stop Orders. Any stop orders issued by the DIR against Design-Builder or any Subcontractor that affect Design-Builder’s performance of Services, including any
delay, shall be Design-Builder’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Design-Builder caused delay subject to any applicable liquidated damages and shall not be compensable by OC SAN. Design-Builder shall defend, indemnify, and hold OC SAN, its officials, officers, employees, and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Design-Builder or any Subcontractor.
4. Certifying Records. The payroll records described herein shall be certified and
submitted by Design-Builder at a time designated by OC SAN. Design-Builder shall also provide the following:
a. A certified copy of the employee’s payroll records shall be made available for inspection or furnished to such employee or his or her authorized representative on request.
b. A certified copy of all payroll records described herein shall be made available
for inspection or furnished upon request of the DIR.
5. Form of Records. Unless submitted electronically, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement (“DLSE”) of the DIR or shall contain the same information as the forms provided by the DLSE.
6. Copies of Records. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, OC SAN, the
Division of Apprenticeship Standards, or the DLSE shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address, and Social Security number. The name and address of Design-Builder awarded the Contract or performing Services on the Contract shall not be marked or obliterated.
7. Noncompliance. In the event of noncompliance with the requirements of this Article, Design-Builder shall have ten (10) Days in which to comply subsequent to receipt of written notice specifying in what respects Design-Builder must comply with this
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Article. Should noncompliance still be evident after such 10-Day period, Design-Builder shall pay a penalty of one hundred dollars ($100.00) to OC SAN for each Day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the DLSE, such penalties shall be withheld from progress payment then due.
F. Nondiscrimination/Equal Employment Opportunity. Pursuant to Labor Code section 1735 and other Applicable Law, Design-Builder and its Subcontractors shall not
discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other
classifications protected by law on this Project. Design-Builder will take affirmative action to ensure that employees are treated during employment or training without regard to their race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by law.
G. Debarment of Contractors and Subcontractors. Contractors and Subcontractors may
not perform work on a public works project who are ineligible to perform work pursuant to Labor Code section 1777.1 or 1777.7. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid, or may have been paid, to a debarred Subcontractor by Design-Builder on the Project shall be returned to OC SAN. Design-Builder shall be responsible for the payment of wages to workers of a debarred Subcontractor who has been allowed to work on the Project.
H. Workers’ Compensation. Pursuant to the requirements of California Labor Code section 1860, Design-Builder shall secure the payment of compensation to Design-Builder’s employees in accordance with the provisions of Section 3700 of the California Labor Code. By executing the Contract, Design-Builder certifies the following:
“I am aware of the provisions of California Labor Code section 3700 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 the Contract.”
6.3 Safety and Accident Protection.
A. General Safety Requirements. Design-Builder shall be solely responsible for all safety precautions and programs in connection with the Project. Design-Builder shall comply
with all Applicable Laws relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Design-Builder shall take all reasonable precautions for the health and safety of, and shall provide all reasonable protection to prevent damage, injury or loss to all employees on the Site and all other persons who may be affected thereby. Design-Builder shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged
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between or among employers at the Site in accordance with Applicable Laws. Design-Builder shall notify owners of adjacent property and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. Design-Builder shall maintain emergency first aid treatment for its employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. section 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of
Industrial Relations, Chapter 4. Design-Builder shall ensure the availability of emergency medical services for its employees in accordance with California Code of Regulations, Title 8, Section 1512.
B. Safety Manager. Design-Builder assumes responsibility for implementing and monitoring all health and safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing Work, designate an individual
with the qualifications and experience necessary to supervise the implementation and monitoring of all health and safety precautions and programs related to the Work. The health and safety manager shall be an individual stationed full time at the Site and who
shall have no other responsibilities with respect to the Project other than supervising the implementation and monitoring of all health and safety precautions and programs related to the Work.
C. Safety Inspections and Meetings. Design-Builder is solely responsible to inspect, survey, and assess the Site and identify the existence of all permit-required confined spaces and non-permit confined spaces and comply with applicable OSHA regulations and standards. Design-Builder’s Site assessment shall begin upon the initiation of Work and continue throughout the duration of the Project. The health and safety
manager shall make routine daily inspections of the Site and shall hold weekly health and safety meetings with Design-Builder’s personnel, Subcontractors, and others, as applicable.
D. Safety Program. Design-Builder shall submit an illness and injury prevention program and a Site-specific safety program to OC SAN prior to beginning Work (“Safety Program”). The Safety Program shall include, but not be limited to, worker safety,
electrical safety, lock-out/tag-out, arc flash safety personal protection equipment while working in vicinity of energized electrical equipment, hazard communication, fire protection plan, emergency access plan, health and safety inspections of mechanized equipment, machinery, hoists, cranes, scaffolding, excavations, shoring, and related items. Design-Builder shall maintain a confined space program that meets or exceeds Applicable Law. Design-Builder needs to make itself aware of OC SAN’s safety
policies and procedures, and shall meet or exceed all OC SAN standards in areas where OC SAN must enter to perform inspections.
E. Safety Compliance Requirements. Design-Builder shall, and shall cause all Subcontractors to, comply with: (1) all Applicable Law relating to safety; (2) the Safety Plan; and (3) any OC SAN health and safety requirements, including, but not limited to, Contractor Safety Standards. Design-Builder shall immediately report (no later than within 12 hours after its occurrence), in writing, any health and safety-related injury, loss, damage, accident, or near miss arising from the Work to OC SAN’s Representative and, to the extent mandated by Applicable Law, to any Governmental Body having jurisdiction over health and safety-related matters involving the Project.
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OC SAN shall have the right to suspend any or all Work if Design-Builder fails to comply with its obligations hereunder without any requirements of increasing a GMP or Contract Time.
F. Emergencies. Design-Builder shall develop an emergency response plan in accordance with the Contract Documents. The emergency response plan shall establish the protocols for Design-Builder in dealing with emergencies impacting the performance of the Work and ensure there is sufficient response to any medical or fire
emergency, such as injury to an employee or a wildfire at the Site. The emergency response plan shall be subject to the approval of OC SAN. In case of an emergency which threatens immediate loss or damage to property or health and safety of life,
Design-Builder shall act immediately to prevent threatened loss, damage, injury, or death. Design-Builder shall notify OC SAN’s Representative of the situation and all actions taken immediately thereafter. Prior to commencing Construction Work and at
all times during the performance of the Work, Design-Builder shall provide OC SAN with 24-hour emergency phone numbers where its representatives can be contacted. When OC SAN has been notified of emergency situations requiring, in OC SAN’s
reasonable opinion, immediate attention and rectification, OC SAN will so notify Design-Builder. In the event Design-Builder fails to commence actions to prevent threatened loss, damage, injury or death immediately after notification from OC SAN, OC SAN may take all appropriate rectification actions and deduct the costs thereof from monies owed to Design-Builder.
G. California Voluntary Protection Program Annual Reporting Requirements. If Design-Builder will potentially work 1,000 combined hours in a quarter, for the term of the Contract, Design-Builder 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. Design-Builder 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 Design-Builder’s services with OC SAN. Any delay arising out of or resulting from such
suspension shall be Design-Builder’s sole responsibility and considered Design-Builder caused delay, which shall not be compensable by OC SAN.
6.4 Patents.
A. Patent Fees and Royalties. Design-Builder shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which
is the subject of patent rights or copyrights held by others. To the fullest extent permitted by Applicable Laws, Design-Builder shall indemnify, defend, and hold harmless OC SAN and OC SAN’s Representative, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, from and against all claims, costs, losses, and damages (including, but not limited to, all fees and charges of engineers, architects, attorneys, and other professionals and all court, arbitration, and other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents
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or specified in the Contract Documents and identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights. Design-Builder’s Performance Bond shall be deemed to apply expressly to this provision of these General Conditions.
6.5 Responsibility for Loss, Damage, or Injury.
A. Disclaim Responsibility by OC SAN. Neither OC SAN, nor its Board, officers, employees, or agents shall be held responsible in any manner for any loss or damage
that may happen to the Work or any part thereof during the course of construction; for any loss or damage to any of the materials, equipment, supplies, or other things used or employed in performing the Work; for injury to or death of any person, either workers
or the public; or for damage to property, from any cause that might have been prevented by Design-Builder, Design-Builder’s workers, or anyone employed by the Design-Builder, including, but not limited to, Subcontractors.
B. Design-Builder Responsibility. Design-Builder shall be responsible for all damages to persons or property that occur as a result of the Work. Design-Builder shall be responsible for the proper care and protection of all materials delivered and Work
performed until completion and Final Acceptance by OC SAN. All Work shall be solely at Design-Builder’s risk. Design-Builder shall be responsible for the preservation of public and private property including along and adjacent to the Site. Design-Builder shall adequately protect adjacent property from settlement or loss of lateral support as necessary. Design-Builder shall take every precaution necessary to prevent damage to pipes, conduits, and other underground structures and shall protect carefully from disturbance or damage all land, survey monuments, and property markers. When or where any direct or indirect damage is done to OC SAN’s, or adjacent, property by or
on account of any act, omission, neglect, or misconduct in the performance of Work or in consequence of the non-performance thereof on the part of Design-Builder, Design-Builder shall restore, at Design-Builder’s own expense, such property to a condition equal to that existing before such damage was done by repairing, rebuilding, or otherwise restoring same, or Design-Builder will make good such damage in a manner acceptable to OC SAN or other property owner, as applicable.
6.6 Preservation of Property.
A. Document Site. With the latest technology and prior to Construction Work, Design-Builder shall document the Site as required by the General Requirements.
B. Care at Site. Design-Builder shall exercise reasonable care to avoid injury to existing improvements or facilities, utility facilities, any private or public property wherever located, trees, shrubbery, and other landscaping which are not to be removed. Design-
Builder is required to familiarize itself with the worksite.
C. Protection of Existing Facilities. All trees, shrubbery, landscaping which are not to be removed, and pole lines, fences, signs, survey markers and monuments, buildings, structures and improvements, conduits, pipelines (under or aboveground), sewers, waterlines, highway or street facilities, and any other improvements or facilities with respect to any private or public property wherever located shall be protected from injury or damage. Design-Builder shall provide and install suitable safeguards to
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protect such objects from injury or damage. If such objects are injured or damaged by reason of Design-Builder’s operation, they shall be replaced or restored at Design-Builder’s expense to a condition equivalent to their condition prior to such injury or damage or as required by the Contract Documents.
D. Continuous Protection of Site. These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the work involved in the protection and preservation of life, safety, and property as above specified shall
be considered as included in the GMP, and no additional allowance will be made therefor.
E. Notification of Damage. Design-Builder is obligated to respond to a notification of
damages to any private or public property wherever located caused by Design-Builder’s operations by beginning Work on emergency repairs/restorations immediately, and in no event later than 4 hours from said notification and on non-
emergency repairs/restorations within 72 hours of said notification. Within these required timeframes, Design-Builder must begin efforts to resolve issues of responsibility for any damages or losses for any asserted claim. Design-Builder shall
supervise any repairs/restorations or other Work that, at OC SAN direction, must be performed by parties not employed by Design-Builder. For any claims the Design-Builder asserts are not related to its operations, Design-Builder must provide OC SAN with written notice to OC SAN stating its position and all documentation supporting the same, as well as written proof of referral to its insurance carrier and its determination, along with detailed rationale for any denial of coverage or denial of the claim. Said proof shall be submitted to OC SAN within 30 Days of the date of notification to Design-Builder of the damages or losses.
F. Failure to Respond. In the event Design-Builder does not respond in the manner required herein and within the required timeframes, OC SAN may determine the validity of the claim and perform the Work itself or have another contractor or qualified entity perform the Work, and Design-Builder’s next progress payment shall be reduced in amount commensurate with the cost of the work and/or resulting damages as a Contract deduction. If the cost of the work and/or resulting damages exceeds the
amounts remaining due under the Contract, Design-Builder shall reimburse OC SAN for all remaining costs and/or damages immediately.
G. Underground Facilities. The fact that any pipe or other underground facility is not shown on the Contract Documents, or is shown in a different location, shall not relieve the Design-Builder of responsibility under this section. Design-Builder shall be responsible for avoiding all injury or damage to any type of underground utility facility.
H. Foundations. In addition to any requirements imposed by law, Design-Builder shall shore up, brace, underpin, and protect, as may be necessary, all foundations and other parts of all existing structures adjacent to and adjoining the worksite which are, or may be, in anyway affected by the excavations or other operations connected with the performance of the Work. Whenever any notice is required to be given by OC SAN or Design-Builder to any adjacent or adjoining landowner or other party before commencement of any Work, such notice shall be given by OC SAN, unless Design-Builder is directed otherwise by OC SAN.
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I. Emergency. In an emergency affecting the safety of life or property, including adjoining property, the Design-Builder, without special instructions or authorizations, is authorized to act with discretion to prevent such threatened loss or injury.
6.7 Warranty of Title.
A. Clear Title. No materials, supplies, or equipment for the Work under the Contract shall be purchased subject to any chattel mortgage or under a conditional sale contract or other agreement by which an interest therein or any part thereof is retained by the
seller or Supplier. Design-Builder warrants clear and good title to all materials, supplies, and equipment installed and incorporated in the Work and agrees, upon completion of all Work, to deliver the Work together with all improvements and
appurtenances constructed or placed thereon to OC SAN free from any claims, liens, encumbrances, or charges, and further agrees that neither Design-Builder, nor any person, firm, or corporation furnishing any material or labor for any Work covered by
the Contract shall have any right to a Lien upon the premises or any improvement or appurtenance thereon, provided that this shall not preclude Design-Builder from installing metering devices or other equipment of utility companies or of municipalities,
the title to which is commonly retained by the utility company or the municipality.
B. Right of Suppliers. Nothing contained in this section shall defeat or impair the right of such persons furnishing materials or labor, under any bond given by Design-Builder for their protection, or any right under any law permitting such persons to look to unpaid funds due Design-Builder in possession of OC SAN. The provisions of this section shall be inserted in all subcontracts and material contracts, and notices of its provisions shall be given to all persons furnishing materials for the Work when no formal contract is entered into for such materials.
C. Stop Payment Notices. Design-Builder is responsible for, and shall be obligated to pay, all stop payment notice claims asserted and proved to be an obligation of Design-Builder.
6.8 Property Rights in Material.
A. Rights. Nothing in these Contract Documents shall be construed as vesting in Design-Builder any right of property in the materials used after they have been attached or
affixed to the Work or the soil, or after payment has been made for materials delivered to the worksite or stored subject to or under the control of OC SAN. All such materials shall become the property of, and title shall pass to, OC SAN upon being so attached or affixed or upon payment for materials delivered to the worksite or stored subject to or under the control of OC SAN. Design-Builder shall promptly execute, acknowledge, and deliver to OC SAN proper bills of sale or other written instruments of title in a form
as required by OC SAN. The written instrument of title shall convey to OC SAN title to material, goods, and/or equipment for the Work free and clear of debts, claims, liens, mortgages, taxes, and/or encumbrances. If title has not been vested in OC SAN previously, title shall pass to OC SAN upon Final Completion.
B. Segregating Materials. Design-Builder at its own expense shall conspicuously mark such material, goods, and equipment necessary for the Work as the property of OC SAN, and shall not permit such material, goods, and equipment necessary for the
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Work to become commingled with non-OC SAN owned materials, equipment, or goods, and shall take such other steps OC SAN may require or regard as necessary to vest title to such material, goods, and equipment necessary for the Work to OC SAN free and clear of debts, claims, liens, mortgages, taxes, and/or encumbrances.
C. Transfer of Title. Transfer of title of Work to OC SAN shall not constitute or imply OC SAN’s acceptance of the Work. Notwithstanding the transfer of title, Design-Builder shall continue to be liable and responsible to OC SAN for any damage to or loss of
Work until the Work achieves Final Completion.
D. Ownership of Site Materials. The title to water, soil, rock, gravel, sand, minerals, timber, and any other materials developed or obtained in the excavation or other
operations of Design-Builder or any of its Subcontractors in the performance of the Contract, and the right to use said items in carrying out the Contract, or to dispose of same, is hereby expressly reserved by OC SAN. Neither Design-Builder nor any of its
Subcontractors nor any of their representatives or employees shall have any right, title, or interest in said materials, nor shall they assert or make any claim thereto. Except as otherwise specified in the Contract Documents, Design-Builder will, as determined
by OC SAN, be permitted to use in the Work without charge, any such materials which meet the requirements of the Contract Documents, provided OC SAN shall have the right to use or consume these materials without payment to a third party.
6.9 Taxes.
A. Design-Builder shall pay all sales, consumer, use, and other similar taxes required to be paid in accordance with the Applicable Laws of the place of the Project which are applicable during the performance of the Work. In accordance with Revenue and Taxation Code section 107.6, the Contract Documents may create a possessory
interest subject to personal property taxation for which Design-Builder will be responsible. Without limiting any of the foregoing, in the event OC SAN seeks to obtain any available exemption under Applicable Law from sales, consumer, use, and similar
taxes for the Project, Design-Builder will cooperate with OC SAN in seeking such an exemption, and will utilize (and cause its Subcontractors to utilize) any such exemption to the extent available in performance of the Work.
6.10 Assignment of Antitrust Actions.
A. As set forth in Public Contract Code section 7103.5, in entering into a public works contract or subcontract to supply goods, services, or materials pursuant to a public works contract, Design-Builder, and Subcontractors, offers and agrees to assign to OC SAN all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.A. Section 15), or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Par 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or subcontract. This assignment shall be made and become effective at the time OC SAN tenders final payment to the Design-Builder, without further acknowledgment by the Parties.
6.11 Subcontracting.
A. Subcontracting Generally.
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1. Licenses. Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. All Subcontractors performing Construction Work shall possess a valid contractor license as required by Applicable Law for the classification required for the work to be performed by Subcontractors at the commencement of the Construction Work and throughout the duration of the Work.
2. Responsibility for Subcontractors. Design-Builder shall be as fully responsible to
OC SAN for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by its Subcontractors, as Design-Builder is for acts and omissions of persons directly employed by Design-Builder. Nothing contained
in these Contract Documents shall create any contractual relationship between any Subcontractor and OC SAN. OC SAN reserves the right to accept all Subcontractors. OC SAN’s acceptance of any Subcontractor under the Contract
shall not in any way relieve Design-Builder of its obligations in the Contract Documents. Subcontracts entered into by OC SAN for the performance of the Work shall neither supersede nor abrogate any of the terms or provisions of the
Contract.
3. Claims. Design-Builder shall be responsible for settling and resolving all claims with Subcontractors. Design-Builder shall provide to OC SAN, promptly following the receipt thereof, copies of any notice of default, breach, or non-compliance received under or in connection with any subcontract that may have a material and adverse effect on performance by Design-Builder of its obligations under the Contract Documents.
4. Payment. Design-Builder shall pay or cause to be paid to all Subcontractors all
amounts due in accordance with their respective subcontracts and the requirements of this Article and Applicable Law. No Subcontractor shall have any right or claim against OC SAN for labor, services, materials, or equipment furnished for the Project. Design-Builder acknowledges that its indemnity obligations under the Contract shall extend to all claims for payment or damages by any Subcontractor who furnishes or claims to have furnished any labor,
services, materials, or equipment in connection with the Project. Design-Builder shall, at OC SAN’s request, furnish satisfactory evidence that all obligations of the nature designated above in this Article have been paid, discharged, or waived. If Design-Builder fails to do so OC SAN may, after having notified Design-Builder, withhold from Design-Builder’s unpaid compensation a sum of money deemed reasonably sufficient to pay any and all such lawful claims until satisfactory
evidence is furnished that all liabilities have been fully discharged whereupon payment to the Design-Builder will be resumed in accordance with the terms of the Contract, but in no event shall the provisions of this sentence be construed to impose any obligations upon OC SAN to either Design-Builder, the Surety, or any third party.
5. Assignment. Each subcontract agreement shall include a provision that allows for an irrevocable assignment of the subcontract to OC SAN, solely at OC SAN’s election and without cost or penalty. The provision shall indicate that OC SAN’s acceptance of the assignment shall not affect any obligations of the
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Subcontractor’s performance or payment bond surety. OC SAN may accept the assignment by delivering written notice to Design-Builder and Subcontractor.
B. Subcontracting Design Work.
1. Identified in Proposal. Design-Builder shall perform the Design Work within its own organization or with a design professional identified in the Proposal.
2. OC SAN Approval. Design-Builder may request to have a design professional perform Design Work that is not expressly identified in the Proposal by requesting
written approval from OC SAN. The request shall include, among other things, the scope of Design Work performed by the design professional and the design professionals qualifications. OC SAN may accept the request or may reject any
proposed Subcontractor as unsuitable, unqualified, not responsible, having a conflict of interest, or that OC SAN otherwise objects to performing Design Work on the Project.
C. Substitution of Subcontractors.
1. Subcontractors Performing Design Work. Design-Builder shall not substitute a Subcontractor performing Design Work except with OC SAN’s prior express written
authorization.
2. Subcontractors Performing Construction Work. Subcontractors performing Construction Work shall be afforded the protections of the Subletting and Subcontracting Fair Practices Act (Public Contract Code sections 4100 et seq.). Design-Builder shall not substitute Subcontractors that are awarded a contract pursuant to the above process, except in accordance with the Subletting and Subcontracting Fair Practices Act. Design-Builder may substitute a Subcontractor without following the Subletting and Subcontracting Fair Practices Act that Design-
Builder procures through a noncompetitive procurement. Design-Builder shall not substitute in a Subcontractor for Self-Performed Construction Work except with OC SAN’s prior express written authorization.
3. All Subcontractor Substitution. OC SAN will not grant an increase to a Phase 1 Fee, GMP or grant an extension of Contract Time in the event of a substitution of any Subcontractor.
D. Dismissal of Subcontractors.
1. Subcontractor. OC SAN reserves the right to order Design-Builder to dismiss any Subcontractor and to terminate any subcontract if, in OC SAN's opinion, the Subcontractor fails to comply with the requirements of the Contract Documents insofar as the same may be applicable to the Subcontractor’s Work. Nothing herein contained shall create any contractual relation between any Subcontractor and OC
SAN or relieve Design-Builder of any liability or obligation hereunder. All persons engaged in the Work will be considered as employees of Design-Builder and Design-Builder shall be responsible for their Work.
2. Staff Member of Subcontractor. If, at any time during the Project, OC SAN reasonably determines that the performance of any member of Subcontractor’s
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staff performing Work is unsatisfactory, OC SAN may require Design-Builder to remove such staff member immediately and replace the staff member at no cost or penalty to OC SAN.
3. No Increase in Price, Time. OC SAN will not grant an increase to a GMP or grant an extension of the Contract Time in the event of a dismissal of any Subcontractor.
E. Flow Down Requirements.
1. Each Subcontract and Supplier agreement shall preserve and protect the rights of
OC SAN, its Board, officers, agents, and employees under the Contract Documents with respect to the Work to be performed by the Subcontractor or the deliverables to be provided by Supplier, as applicable. Where appropriate, Design-
Builder shall require each Subcontractor and Supplier to enter into similar agreements with sub-Subcontractors or sub-Suppliers, as applicable. Design-Builder shall make available to each proposed Subcontractor or Supplier, prior to
the execution of the subcontract or Supplier agreement, copies of the Contract Documents. In addition, upon the request of OC SAN, Design-Builder shall make available to OC SAN any and all subcontract and Supplier agreements pertaining
to the Project and the Work thereunder. By appropriate agreement, written where legally required for validity, Design-Builder shall require:
a. Each Subcontractor and Supplier shall be bound to Design-Builder by the terms of the Contract Documents;
b. Each Subcontractor and Supplier shall assume toward Design-Builder all obligations and requirements and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which Design-Builder, by the Contract Documents, assumes toward OC SAN;
c. Each Subcontractor and Supplier shall require all subcontracted Work to be performed in accordance with the Contract Documents and that, with respect to the Work the Subcontractor or Supplier performs, the
Subcontractor or Supplier assumes toward Design-Builder all the obligations and responsibilities which Design-Builder assumes toward OC SAN.
d. Each of its Subcontractors or Suppliers shall include in their contracts with lower-Tier Subcontractors or Suppliers these same requirements, and to require each Subcontractor or Supplier to make copies of the Contract Documents available to the Sub-Subcontractors or sub-Suppliers.
2. This section does not and shall not operate to relieve Design-Builder of any duty or liability under the Contract Documents, nor does it create any duty or liability on the part of OC SAN. Design-Builder shall have sole responsibility for promptly settling any disputes between its Subcontractors and between the Subcontractors and any of their lower-Tier Subcontractors.
6.12 Software Licensing Agreement and Provisions for Use.
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A. To the extent that software is included in the Contract Documents, the following shall apply:
1. Deliveries. Design-Builder shall deliver to OC SAN the software, source code materials, and documentations in the format specified in the Contract Documents.
2. Ownership. Design-Builder shall retain ownership of the software, source code materials, and documentation with the right to exploit the same, subject to OC SAN’s rights as herein provided. OC SAN shall place such copyright notices affirming the Design-Builder’s ownership rights as the Design-Builder may reasonably require on all materials licensed hereunder which are reproduced by OC SAN.
3. License Rights. Design-Builder hereby grants to OC SAN a royalty-free, paid-up, non-exclusive license, in perpetuity, to use duplicate, and disclose the software, source code materials, and documentation, and to make modifications of and
enhancements to the software, and permit others (who sign standard nondisclosure agreements) to do the same, but only for governmental purposes and not for any commercial purposes.
4. Confidentiality. OC SAN shall hold the software, source code materials, and documentation in confidence; shall use and disclose them only as expressly authorized herein or as required by law and only to its employees, agents or sublicensees to whom disclosure is necessary or appropriate for the performance and exercise of its rights hereunder; and shall take reasonable steps to ensure that unauthorized persons will have no access to them.
5. Warranty. Design-Builder warrants that the software will perform according to the specifications set forth in the Contract; that it is owner of the software, source code materials, and documentation; that it has the right to convey and grant the license herein granted to OC SAN; and that OC SAN’s use thereof as herein contemplated will not infringe any third party’s proprietary rights. The foregoing warranties shall
not apply to the extent the software is modified by OC SAN.
6. Modifications and Enhancements. Upon OC SAN’s request, the Design-Builder shall generate modifications of the enhancements to the software not required by
the Contract and/or beyond the scope of what was specified and/or provided under the Contract Documents, at the Design-Builder's rates charged for comparable services to its most favored customers.
6.13 Assignment.
A. The performance of all or any portion of the Contract may not be assigned except upon the prior written consent of OC SAN, and as specifically provided herein. Consent will
not be given to any proposed assignment that would relieve the original Design-Builder or the Sureties of responsibilities under the Contract.
B. Upon obtaining prior written consent of OC SAN, Design-Builder may assign monies due or to become due under the Contract, to the extent permitted by law, but any assignment of monies shall be subject to all proper setoffs in favor of OC SAN and to all deductions provided for in the Contract. In particular, all monies withheld, whether
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assigned or not, shall be subject to being used by OC SAN for the completion of the Work in the event that Design-Builder should default.
C. No assignment of the Contract will be approved unless it contains a provision that the funds to be paid to the assignee under the assignment are subject to a prior lien for services rendered or materials supplied for performance of the Work called for under the Contract in favor of all persons, firms, or corporations rendering such services or supplying such materials and that OC SAN may withhold funds due until all Work
required by the Contract Documents is completed to OC SAN’s satisfaction.
6.14 Security.
A. Security Generally. Design-Builder shall be responsible for the security and protection
of the Project and the Site, including any security requirements set forth in the Contract Documents. Design-Builder shall guard against all damage or injury to such properties caused by trespass, negligence, vandalism or malicious mischief of third parties, and
shall operate, maintain, repair, and replace all surveillance and other security equipment and assets constituting fixtures of the Project in accordance with the Contract Documents. Design-Builder shall comply with, and cause all Subcontractors
to comply with, all terms and conditions related to security.
B. Security Plan. Design-Builder shall provide, for OC SAN’s review and comment, a Security Plan, prepared in accordance with the Contract Documents. Design-Builder shall not perform any Construction Work until OC SAN has reviewed and commented on the Security Plan. Design-Builder shall provide a final Security Plan, having addressed any comments provided by OC SAN, as a pre-condition to Construction Work.
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ARTICLE 7 - COST OF CONSTRUCTION WORK
7.1 Early Work and Purchases.
A. Generally.
1. OC SAN may direct, or the Parties may agree, that Design-Builder will procure an Early Purchase Item or perform an Early Construction Package. For purposes of interpretation, and unless otherwise stated, the terms of these General Conditions that apply to procurement of equipment and material or Construction Work shall
apply to an Early Purchase Item or an Early Construction Package. This includes, but is not limited to, applicable procurement requirements and compensation for an Early Purchase Item or an Early Construction Package.
2. Approval by OC SAN of an Early Purchase Item or an Early Construction Package shall not prejudice any right of OC SAN with respect to Phase 2 or the remainder of the Construction Work, including OC SAN’s right to terminate the Contract if the
Parties cannot agree to a GMP Amendment and move to Phase 2. For the avoidance of doubt, in no event shall an Early Purchase Item or Early Construction Package be construed as a GMP Amendment or as a Notice to Proceed with
Phase 2.
3. Design-Builder expressly agrees and acknowledges that this process for an Early Purchase Item or an Early Construction Package is a contractual mitigation measure to avoid increased costs and to avoid delay(s) to the construction of the Project. OC SAN’s consent to this process hereunder shall in no way entitle Design-Builder to an increase in the Contract Price or an extension of the Contract Time after the issuance of the Notice to Proceed for Phase 2, unless otherwise permitted, and consistent with the requirements of, the Contract Documents.
B. Early Purchase Item.
1. Design-Builder shall procure Early Purchase Items on either a best value or low-bid basis, as prescribed by OC SAN. In the event that a best value procurement is utilized, Design-Builder will obtain approval of the evaluation criteria from OC SAN and OC SAN has the right to review all proposals submitted. In the event that a low-bid procurement is utilized, OC SAN has the right to review and approve all
bids submitted.
2. Each Early Purchase Item Amendment, if any, shall set forth all pricing, schedule, and other relevant commercial terms specific to the corresponding Early Purchase Item. Design-Builder shall obtain express written authorization from OC SAN prior to procurement of any equipment as part of an Early Purchase Item. Design-Builder may procure equipment at its own risk without obtaining OC SAN’s prior
approval.
3. Upon delivery of an Early Purchase Item to Design-Builder, whether at the Site or off-site, Design-Builder shall provide OC SAN with verifiable documentation of the receipt of any Early Purchase Item(s) including bill of lading and photographs specifically identifying:
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a. The Early Purchase Item;
b. The serial number of each Early Purchase Item; and/or
c. Other indicia authenticating the Early Purchase Item.
4. Design-Builder’s obligations to store an Early Purchase Item shall comply with all requirements for storage of equipment and materials in the Contract Documents and shall ensure that all policies of insurance protecting property shall cover the Early Purchase Item.
C. Early Construction Package.
1. If OC SAN chooses to authorize the preparation of a proposal for an Early Construction Package, the Parties will agree upon the specific process for doing
so, with the understanding that the process is intended generally to follow the submittal and negotiation process set forth for a GMP Proposal. Design-Builder shall comply with all applicable procurement requirements required by the Contract
Documents.
2. An Early Construction Package shall set forth the proposed scope of work under the Early Construction Package, the proposed timing, a procurement plan for the
work, and any other information necessary to approve and proceed with the Early Construction Package.
3. Each Early Construction Amendment, if any, shall set forth all pricing, schedule, and other relevant commercial terms specific to the corresponding Early Construction Package. If utilized, the form of the Early Construction Amendment shall be generally consistent with the form of a GMP Amendment.
4. Design-Builder shall not commence an Early Construction Package until OC SAN issues a Notice to Proceed for the Early Construction Package. OC SAN shall have
no liability to Design-Builder with respect to an Early Construction Package unless and until OC SAN issues a Notice to Proceed for the Early Construction Package, and then only to the extent of the Early Construction Amendment for which OC
SAN issued a Notice to Proceed.
5. All services performed pursuant to an Early Construction Amendment shall constitute Construction Work and shall be performed in accordance with the
Contract Documents for Construction Work.
7.2 Guaranteed Maximum Price.
A. Design-Builder guarantees that the final cost to construct all or portion of the Work required by the applicable GMP shall not exceed the GMP for all or portion of the Work, subject to any additions or deductions as provided in the Contract Documents. Except as otherwise provided in the Contract Documents, Design-Builder shall assume the risk of all costs in excess of the GMP in the performance of Work and to provide a fully completed and successfully operational Project, complete in every detail according to the provisions of the Contract Documents and shall not be entitled to additional payments because of such excess costs. Should Design-Builder believe that it is
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entitled to additional compensation, whether money or time, it must request such compensation through a Change Order Request. If the final accounting of the costs for Work exceeds the GMP for the Work, including all adjustments to the GMP in accordance with the Contract Documents, Design-Builder shall be solely responsible for all costs exceeding such amount.
B. A GMP includes and assumes that from time to time, Design-Builder will encounter delays and difficult site conditions arising from limited access to work areas, other
interference, or conditions at the Project site. Design-Builder assumes full responsibility for its examination, investigation and understanding of the difficulties which may be encountered, and has included in a GMP the cost of any Work
associated with such difficulties.
7.3 Composition of Guaranteed Maximum Price.
A. GMP Elements. The GMP will be based on an Open Book Basis and comprised of the
following elements:
1. Completion of Design Work for the Project, including any design support services during Phase 2.
2. Cost of Work, including:
a. Direct Cost;
b. General Conditions Cost; and
c. Subcontractor Construction Cost.
3. Bond costs without markup.
4. Insurance costs without markup.
5. Design-Builder’s Fee applied to Cost of Work.
6. Design-Builder Contingency, if any.
7. Allowances, if any.
B. Design Work Services. OC SAN and Design-Builder will negotiate an amount for Design-Builder to complete Design Work for the Project and design support services in Phase 2. The amount will be based on pricing in Design-Builder’s RFP Pricing and how the Phase 1 Fee is established.
C. Cost of Work Components.
1. Direct Cost.
a. Direct Cost includes the actual and verifiable Direct Cost necessarily incurred and paid by Design-Builder in the proper performance of Construction Work. Direct Cost includes, but is not limited to, the following:
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(i) Field Labor Cost. The cost of field labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the Work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from federal, state, or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. OC SAN shall not be responsible for any labor rates in excess of the prevailing wage rate
unless specifically authorized by OC SAN’s Representative for individuals with special qualifications. Wages, burdens, and fringes will be paid at actual cost as verified as part of the labor compliance reporting process
and are fully auditable. They shall include the following: actual wages paid to employees; labor burden, including charges for social security taxes, Medicare taxes, federal unemployment taxes, state unemployment taxes,
and other taxes pertaining to labor; and employer payments to or on behalf of the workers for health, welfare, pension, vacation, apprenticeship funds, and similar purposes, as well as assessments or benefits required by lawful
collective bargaining agreements. Cost for supervision above the level of working foremen (such as general foremen, superintendent, project manager, etc.) is considered to be included in General Conditions Cost. Premium and overtime rates shall not be paid by OC SAN unless authorized or directed by OC SAN in writing.
(ii) Materials, Equipment Cost. The cost of materials and equipment incorporated into the Project shall be actual costs, including purchase, transportation, inspection, testing, storage, and handling costs. Cost of
materials described in the preceding sentence in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage, require written approval by OC SAN. Unused excess materials, if any, shall be turned over to OC SAN at the completion of the Project or, at OC SAN’s option, shall be sold by Design-Builder; amounts realized, if any, from such sales shall be credited to OC SAN as a deduction from the Direct
Cost. OC SAN reserves the right to furnish materials and equipment for the Project.
(iii) Construction Equipment Cost. Regardless of ownership, rates for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers, which are provided by Design-Builder at the Site, whether rented from Design-Builder or others, and costs of
transportation, installation, minor repairs and replacements, dismantling and removal thereof, shall not exceed listed rates prevailing locally at equipment rental agencies, or distributors, at the time the Work is performed. Design-Builder shall furnish cost data supporting the establishment of the equipment rate. In the absence of an identified direct cost for the equipment, Design-Builder will be paid for the use of equipment at the rental rates identified for such equipment in the edition of the State of California Department of Transportation (Caltrans) publication “Labor Surcharge & Equipment Rental Rates” as supplemented by the Caltrans “Miscellaneous Equipment Rental Rates” publication in effect on the date the Work is performed. If that equipment is not listed in either Caltrans
publication, the U.S. Army Corps of Engineers publication “Construction
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Equipment Ownership and Operating Expense Schedule” in effect on the date the Work is performed shall be used to determine the rental rate. The equipment rates paid, as above provided, shall include the cost of fuel, oil, lubrication supplies, small tools, necessary attachments, repairs and maintenance of all kinds, depreciation, storage, insurance, and all incidentals. Rates and quantities of equipment rented will be subject to OC SAN’s prior approval. The time to be paid for equipment shall be the time
the equipment is in productive operation on the Work being performed. Charges for time will not be allowed while equipment is inoperative due to breakdowns. All equipment shall, in the opinion of OC SAN, be in good
working condition and suitable for the purpose for which the equipment is to be used. When hourly rates are listed, any part of an hour less than 30 minutes of operation shall be considered to be 1/2-hour of operation, and
any part of an hour greater than 30 minutes will be considered one hour of operation. When daily rates are listed, any part of a day less than 4 hours operation shall be considered to be 1/2-day of operation. Individual pieces
of equipment having a replacement value of five thousand dollars ($5,000.00) or less shall be considered to be small tools or small equipment and no payment will be made for them. Small tools are part of General Conditions Cost.
(iv) Sales Tax. Design-Builder’s charge for sales tax will be its actual, verified direct sales tax costs only.
(v) Travel; Lodging Cost. The reasonable cost of travel, accommodations, and meals for Design-Builder’s personnel directly involved in the performance
of the Work, negotiated in a GMP.
b. Costs Not Considered Direct Cost. Direct Cost do not include the following: General Conditions Cost; Subcontractor Construction Cost; Design Work; Design-Builder’s personnel primarily stationed at Design-Builder’s principal or home offices; material or equipment provided by OC SAN; cost of Design-Builder’s capital used in the performance of the Construction Work; cost that
would cause the GMP to be exceeded; discounts and rebates and the salvage value of tools and equipment consumed in the Work charged by Design-Builder; cost incurred in performing call-back, repair, and warranty work; cost due to the negligence, error, or omission of Design-Builder or to the failure of Design-Builder to fulfill a specific responsibility to OC SAN set forth in the Contract Documents; cost incurred as a result of a delay which does not
constitute compensable delay under the Contract Documents; cost incurred in the performance of Phase 1 Services; legal fees, and costs related to or arising from disputes between the Parties, including, but not limited to, mediation and litigation fees; any cost not specifically and expressly described as a reimbursable cost; and cost Design-Builder is required to bear as a result of Design-Builder’s failure to perform in accordance with the Contract Documents.
2. General Conditions Cost. General Conditions Cost will be negotiated between OC SAN and Design-Builder and established in a GMP Amendment. Design-Builder will be paid for its General Conditions Cost based on a fixed duration price (i.e., x
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amount per week or month) and not on the basis of actual verified costs, unless otherwise agreed to by the Parties. General Conditions Cost include Design-Builder’s costs to manage and support the Construction Work for a GMP, including, but not limited to, the following:
a. Design-Builder’s staff at the Site, including the following:
(i) Hourly costs of wages or salaries, including fringe benefits, of all Design-Builder’s supervisory and administrative personnel engaged in the
performance of Construction Work but only for that portion of their time required for Work covered by the GMP, including but not limited to the project manager, construction manager, superintendent(s), and those
responsible for managing and implementing Design-Builder’s general conditions, including, but not limited to, scheduling, cost control, billing, surveying, Security Plan, and Safety Plan.
(ii) Hourly costs of wages or salaries, including fringe benefits, of the Design-Builder’s supervisory and administrative personnel engaged off of the Site at suppliers, at workshops, or on the road, to assist in the coordination,
production, or transportation of material or equipment for the Construction Work.
b. Field office costs for Design-Builder staff, including the following:
(i) Design-Builder field office mobilization and demobilization
(ii) Office trailer rental
(iii) Office furniture and equipment
(iv) Office janitorial
(v) Office supplies
(vi) Office computers, software, and maintenance
(vii) Office telephones, telephone and internet services, and all job site communication for the Project
(viii) Document reproduction services (off-site or custom)
(ix) Copy machines, fax machines, printers, scanners, and paper shredders
(x) Postage, courier, and express delivery
(xi) Accounting and data processing costs
(xii) Jobsite radios/cellular phones
(xiii) Scheduling expenses
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(xiv) Job meeting expenses
(xv) Employee identification system
(xvi) As-Built Drawings
(xvii) Project preconstruction and progress photos
(xviii) Job Site security
c. Temporary amenities and utilities (include hookup, metering, and consumption costs) including the following:
(i) Drinking water
(ii) Temporary toilets
(iii) Temporary water distribution and meters
(iv) Temporary fire protection
(v) Temporary power
(vi) Temporary and emergency lighting
(vii) Temporary construction facilities and services
(viii) Temporary heat and ventilation
3. Subcontractor Construction Cost. Subcontractor Construction Cost includes
payments made by Design-Builder to Subcontractors for the proper performance of Construction Work. Subcontractor Construction Cost includes, but is not limited to, the following:
a. Payments made by Design-Builder to Subcontractors for any and all cost to perform Subcontracted Construction Work as part of the Work established in either a quote, proposal, or bid to Design-Builder, including, but not limited to, the Subcontractor’s direct costs, indirect costs, field and office overhead, performance bonds, payment bonds, insurance, and profit.
D. Bond Costs. Design-Builder’s charge for Performance Bond and Payment Bond costs shall be its actual, verified costs, without any markup, and identified in a GMP Amendment.
E. Insurance Costs. Design-Builder’s charge for insurance shall be its actual, verified costs, without any markup, and identified in a GMP Amendment.
F. Design-Builder’s Fee. Design-Builder’s Fee shall compensate Design-Builder for its
home office overhead, profit, and other costs and expenses not specifically included in the Cost of Work. Design-Builder’s Fee percentage is identified in the Special Conditions and shall only be applied to Design-Builder’s Cost of Work.
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G. Design-Builder Contingency. Design-Builder may propose within the GMP a Design-Builder Contingency, in an amount to be approved by OC SAN and established in a GMP Amendment. If agreed upon by OC SAN and included within GMP Amendment, Design-Builder Contingency will be available for Design-Builder to cover any Construction Work that could not have been anticipated by Design-Builder on the effective date of the GMP Amendment, such as resequencing the Construction Work for the benefit of the Project. If a GMP includes Design-Builder Contingency, the GMP
Amendment shall described when Design-Builder Contingency may be used by Design-Builder. Use of Design-Builder Contingency requires OC SAN’s approval, not to be unreasonably withheld. Design-Builder Contingency is not a separate fund, but
is tracked as a separate line item within the GMP and will be used as a cost management tool. When used, Design-Builder Contingency funds will be subtracted from the Design-Builder Contingency line item and applied to one or more line items
in the GMP.
H. Allowances. In developing the GMP Proposal, Design-Builder may propose including appropriate Allowances for defined items of Work that cannot be appropriately
quantified and estimated at the time the GMP Amendment is established. Each such item of Work will be covered in a separate line item and have a clear description in the GMP Amendment of what is covered by the Allowance. Allowance items will be converted to, and included as a line item within that GMP once conditions exist that allow them to be properly quantified and priced, only with specific written approval of OC SAN. Allowance items that cannot reasonably be quantified and estimated before the Allowance Work begins will be reconciled based on the actual cost of the Allowance Work. If the actual cost of the Work covered by an Allowance will be greater
than the amount of the Allowance, Design-Builder will notify OC SAN and if OC SAN authorizes the Allowance Work in a Change Order, the GMP will be increased by such difference with an additional agreed upon amount.
7.4 Convert GMP to Lump Sum Price.
A. At OC SAN’s discretion, a GMP may be converted to a Lump Sum Price with a negotiated discount. To the extent that a GMP is converted to a Lump Sum Price, all
references to GMP within the Contract Documents shall apply equally to the converted Lump Sum Price except as clearly and expressly indicated in any document effectuating the conversion.
7.5 Self-Performed Construction Work.
A. Self-Performed Construction Work Generally.
1. Amount of Construction Work Performed. The Special Conditions provide for the
minimum and maximum amount of Construction Work required to be performed by Design-Builder on the Project.
2. Identification of Self-Performed Construction Work. Design-Builder is entitled to perform Self-Performed Construction Work, competitively bid against an independent cost estimate, in accordance with applicable law and written OC SAN approval. To perform Construction Work, Design-Builder must submit a written request to OC SAN seeking approval, which is at OC SAN’s sole discretion, prior
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to submitting a GMP Proposal. The written request shall explain why the Work cannot be subcontracted and how performing the Work by Design-Builder will be most advantageous to OC SAN. OC SAN agrees to consider approving such request if Design-Builder demonstrates to OC SAN’s satisfaction that providing this Construction Work is in the best interest of the Project. If OC SAN approves the requests, Design-Builder still must follow the competitive procedures for Self-Performed Construction Work.
B. Competitive Procedures for Self-Performed Construction Work.
1. Design-Builder must submit to OC SAN’s Representative as part of the GMP Proposal and on an Open Book Basis, pricing for Self-Performed Construction
Work that includes a detailed description of the scope of the Work. The bid format shall be consistent with cost modeling provided during Phase 1 Services.
2. Prior to providing OC SAN with pricing for Self-Performed Construction Work,
Design-Builder shall provide OC SAN notice of when the pricing will be submitted and allow OC SAN a sufficient amount of time to engage an independent cost estimator to perform an independent cost estimate.
3. Prior to receipt of Design-Builder’s pricing for Self-Performed Construction Work, OC SAN will perform an independent cost estimate using, among other things, current local construction market costs.
4. If Design-Builder’s pricing is within 10% of OC SAN’s independent cost estimate, Design-Builder will be allowed to perform the Self-Performed Construction Work.
5. If Design-Builder’s pricing for Self-Performed Construction Work is more than 10% higher than OC SAN’s independent cost estimate, the Parties shall meet and confer to compare pricing and attempt to reconcile any differences. If necessary,
Design-Builder will submit revised pricing and an updated GMP Proposal following the meet and confer process.
6. Design-Builder shall submit revised pricing for Self-Performed Construction Work
and an updated GMP Proposal as may be necessary to continue negotiations for a GMP Amendment. The process shall continue until either:
a. OC SAN agrees to the pricing for the Self-Performed Construction Work;
b. If OC SAN’s independent cost estimate cannot be reconciled with Design-Builder’s pricing, Design-Builder agrees to perform the Self-Performed Construction Work at OC SAN’s final independent cost estimate;
c. At OC SAN’s sole discretion, allow Design-Builder to subcontract the Self-Performed Construction Work pursuant to the subcontracting procedures for Subcontractors in these General Conditions. Design-Builder shall not be allowed to compete against bidders for the Construction Work unless otherwise agreed to by OC SAN, in its sole discretion. If OC SAN allows Design-Builder to subcontract the Self-Performed Construction Work, the minimum and maximum amount of Construction Work required to be performed by Design-Builder on the Project will not change.
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d. At OC SAN’s sole discretion, follow the procedures in these General Conditions for when the Parties are unable to execute a GMP Amendment.
7. Design-Builder shall not be entitled to an increase of the GMP or any extension of Contract Time related to the foregoing process.
C. Costs to Price and Bid Self-Performed Construction Work.
1. Any and all costs expended by Design-Builder to price Self-Performed Construction Work shall be part of the Phase 1 Fee. If OC SAN allows Design-Builder to
subcontract the Self-Performed Construction Work after failing to agree to pricing with Design-Builder for Self-Performed Construction Work, Design-Builder shall be responsible for any and all costs related to subcontracting the Self-Performed
Construction Work. This includes, but is not limited to, costs to prepare Work Packages and following the competitive subcontractor procurement procedures.
7.6 Key Subcontractors.
A. If applicable, pricing for Key Subcontractors shall be determined by following the competitive procedures for Self-Performed Construction Work.
7.7 Subcontracted Construction Work.
A. Subcontracted Construction Work. Design-Builder shall develop and prepare separate and specific Work Packages for each category of Subcontracted Construction Work that clearly delineates the scope of subcontracted Work. Design-Builder shall be responsible for the assembly, reproduction, and distribution of all documents defining the scope of work for each category of Subcontracted Construction Work.
B. Competitive Subcontractor Procurement.
1. Compliance with Law. Design-Builder shall procure Subcontractors through a competitive process that complies with Applicable Law, including, but not limited
to, legislation that authorizes the Contract. Subcontractors shall be selected in accordance with protections provided by State law, including, but not limited to, the Subletting and Subcontracting Fair Practices Act (Public Contract Code sections 4100 et seq.). Exceptions to the competitive process shall only be authorized as set forth in the Contract Documents.
2. Prequalification. Design-Builder may, at its option, advertise for statements of
qualifications in order to prequalify or shortlist interested subcontractors prior to soliciting bids or proposals.
3. Public Notice. Design-Builder shall provide notice of bidding for Subcontracted Construction Work in accordance with the publication requirements applicable to OC SAN’s competitive bidding process including a fixed date and time on which qualification statements, bids, or proposals will be due. These posting
requirements shall also apply to a request for qualifications.
4. Award Based on Best Value. Design-Builder shall award subcontracts to responsible subcontractors based on a best value basis. The solicitation shall
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identify all evaluation factors and their relative importance to determination of the award. Design-Builder shall develop a written method of determining the proposer who will provide the best value to the Project, which shall include consideration of price and other relevant factors. Design-Builder shall document its basis for making the award.
5. OC SAN Review of Bid Packages and Notice. At least fourteen (14) Days prior to the release of Subcontracted Construction Work for bidding, Design-Builder shall
provide OC SAN with a copy of the written notice it will publish (including newspaper advertising) to solicit potential subcontractors and a copy of the Work Packages for the Subcontracted Construction Work. OC SAN reserves the right to
request that Design-Builder reasonably revise its published notice or Work Package for Subcontracted Construction Work.
6. Bid/Proposal Opening. Design-Builder shall invite OC SAN to attend all bid and
proposal opening(s) for Subcontracted Construction Work and shall, within 48 hours of the bid or proposal opening(s), provide copies or access to all bid or proposal documents provided by all proposers or bidders.
7. Review of Bids, Proposals.
a. Solicitations shall include a procedure, developed and administered by Design-Builder, for protesting a prequalification determination or contract award. Design-Builder shall notify OC SAN of any protest prior to responding to such protest. Design-Builder shall be solely responsible for determining any protests to any of its subcontract awards.
b. Design-Builder may reject all bids or proposals and may waive any inconsequential irregularities in any bid or proposal. If Design-Builder rejects a
bid or proposal as non-responsive, or otherwise determines the bidder or proposer is not eligible or qualified, Design-Builder shall document the basis for any rejection.
8. Contracts. Construction subcontracts shall be on a lump sum or unit price basis, and Design-Builder shall not award contracts to Subcontractors on a basis that uses a percentage of construction cost contracting.
9. Rights of OC SAN.
a. Without limiting anything set forth herein, Design-Builder acknowledges and agrees that OC SAN shall have the right to: (a) review and comment on all Work Packages or procurement documents; (b) attend any bid or proposal openings; (c) attend any meetings with prospective subcontractors; (d) review all bids, proposals, and other information developed or otherwise resulting from
any competitive procurement, including Design-Builder’s tabulation, scoring, or evaluation materials; and (e) otherwise participate in the contract award process. Design-Builder shall provide OC SAN sufficient time, but in no case less than 20 Days, to exercise its rights regarding the foregoing. Upon contract award, Design-Builder shall provide OC SAN with a description of the competitive process undertaken in connection with such contract award,
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together with copies of all material documents used in connection therewith and agreements resulting therefrom.
b. OC SAN, in its discretion, shall have the right to direct Design-Builder to reject any or all bids and proposals and re-solicit any Subcontracted Construction Work in accordance with the procurement requirements of this Article in the event OC SAN is not satisfied that the competitive process or pricing received is fair, reasonable, and consistent with industry standards for similar services.
Design-Builder shall not be entitled to an increase of the GMP or any extension of Contract Time if OC SAN requires Design-Builder to re-solicit any Subcontracted Construction Work due to Design-Builder failing to follow the
Contract requirements for solicitation of Subcontracted Construction Work.
C. Noncompetitive Subcontractor Procurement.
1. Design-Builder may procure Subcontractors without following the above
competitive procurement procedures only if:
a. The Phase 2 Price is less than $10,000,000; or
b. If the Phase 2 Price is equal to or greater than $10,000,000, the Subcontracted
Construction Work is equal to or less than one-half of one percent (0.5%) of the Phase 2 Price.
2. If, following Design-Builder’s diligent and good faith solicitation of a number of sources, Design-Builder determines that competition is determined to be inadequate, Design-Builder may, with OC SAN’s express written authorization, utilize a noncompetitive process or may self-perform the Subcontracted Construction Work by following the procurement procedures for Self-Performed Construction Work.
3. For a noncompetitive procurement, Design-Builder may obtain quotes, negotiate price, or utilize any other selection method. Noncompetitively procured Subcontractors must still meet all other requirements of the Contract Documents, including, but not limited to, agreeing to being registered with the Department of Industrial Relations to perform public works and maintaining all appropriate licenses and qualifications to perform the respective Subcontracted Construction
Work.
7.8 GMP Proposal.
A. Generally.
1. As part of Phase 1 Services, Design-Builder shall prepare a GMP Proposal as directed by OC SAN.
2. Prior to providing OC SAN a GMP Proposal, Design-Builder shall provide OC SAN
notice of when the GMP Proposal will be submitted. OC SAN shall be provided a sufficient amount of time to review a GMP Proposal.
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3. The GMP Proposal shall include and be based upon the Contract Documents and all other information, analysis, findings, and reports provided to Design-Builder during the performance of Phase 1 Services, and shall be prepared in accordance with the Contract Documents, including the Phase 1 Scope of Services.
4. Design-Builder shall develop the GMP on an Open Book Basis, providing OC SAN with full access to all details that make up the GMP Proposal.
5. Each GMP Proposal shall include a detailed and comprehensive description of how
the proposed GMP was derived and the material factors on which it was based, all in compliance with the contractual requirements for establishing the GMP, together with any other related information required pursuant to this Article. All costs, bids,
quotes, estimates, and other information supporting the GMP Proposal shall be made available to OC SAN.
6. Design-Builder shall not be entitled to an increase of the GMP or any extension of
Contract Time related to the GMP Proposal process.
B. Components of GMP Proposal. Design-Builder shall include with the GMP Proposal a written statement of its basis for the GMP, which shall include the following:
1. A list of the Construction Documents, including, among other things, the Plans and Specifications used as the basis for the GMP;
2. A list of the assumptions, exceptions, and clarifications made by Design-Builder in the preparation of the GMP Proposal, which list is intended to supplement the information contained in the Construction Documents;
3. Design-Builder’s proposed GMP on an Open Book Basis, including, but not limited to, the following:
a. A proposed cost to complete the Design Work for the Project and provide
design support services during Phase 2;
b. A proposed Cost of Work with Design-Builder’s Fee
c. A proposed bond cost;
d. A proposed insurance cost;
e. A proposed Design-Builder Contingency, if any;
f. A proposed Allowance, if any;
g. A proposed Schedule of Values for the Work; and
h. A proposed list of Subcontractors performing Subcontracted Construction Work, if known.
4. A proposed Phase 2 CPM Schedule.
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5. A proposed Contract Time; and
6. Any other information requested by OC SAN as necessary or appropriate to negotiate and execute the GMP Amendment.
C. Early Purchase Items; Early Construction Packages. In the event that an Early Purchase Item Amendment or Early Construction Package Amendment has been executed prior to submittal of the Phase 2 Proposal, a proposal as to the manner in which the technical, price, schedule, and other terms and conditions contained in the
Early Purchase Item Amendment or Early Construction Package Amendment will be incorporated and taken account of in the GMP Amendment, with the objective that the GMP Amendment will contain and supersede all of the terms and conditions of any
Early Purchase Item Amendment or Early Construction Package Amendment.
7.9 GMP Amendment.
A. Obligations of Design-Builder.
1. Design-Builder shall be obligated (1) to make a complete bona fide GMP Proposal in accordance with this Article and the Contract Documents, and (2) to negotiate in good faith toward a GMP Amendment based on the GMP Proposal.
2. If the GMP Proposal does not comply with the requirements of the Contract, OC SAN’s Representative shall provide written notice to Design-Builder of any additions, corrections, or revisions required to achieve such compliance. In such event, Design-Builder, at its cost and expense and without any increase in the Phase 1 Fee, shall promptly take all necessary rectification action, making multiple re-submittals if required. The failure of Design-Builder to provide a GMP Proposal in accordance with the Contract Documents shall be a material breach of the Contract.
B. Negotiation, Execution of GMP Amendment.
1. OC SAN and Design-Builder acknowledge and agree that each intends to negotiate and enter into a GMP Amendment mutually acceptable to the Parties for the performance of the Work based on the GMP Proposal.
2. The execution and delivery of the GMP Amendment shall establish the GMP and the Contract Time for Phase 2, along with other basic terms and conditions of the
Contract which were not established at the Effective Date. Unless otherwise expressly stated by the Parties in the GMP Amendment, the GMP Amendment shall not modify any portion of the Contract Documents.
3. The execution of a GMP Amendment shall not prejudice any right of OC SAN with respect to the remainder of the Construction Work, including OC SAN’s right to terminate the Contract and not construct Work Packages.
C. Representations in the GMP Amendment.
1. In the event the Parties execute a GMP Amendment, the GMP Amendment shall be deemed to constitute a representation by Design-Builder that:
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a. It has examined, carefully studied, and thoroughly understands the Contract Documents associated with the Project;
b. It has thoroughly reviewed and verified all information provided to or obtained by Design-Builder through the performance of Phase 1 Services, including reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site;
c. It has become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Project;
d. It is familiar with and is satisfied as to all Applicable Law that may affect cost,
progress, and performance of the Project;
e. It has considered the information known to Design-Builder, including information commonly known to contractors doing business in the localities of
the Site; information and observations obtained from visits to the Site; and the Site-related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on:
(i) The cost, progress, and performance of the Project; and
(ii) The means, methods, techniques, sequences, and procedures of construction to be employed by Design-Builder, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Contract Documents.
f. Based on all of the foregoing and the performance of Phase 1 Services, the Site constitutes an acceptable and suitable location for construction of the Project;
g. It does not consider that further examinations, investigations, explorations, tests, studies, or data are necessary for it to enter into a GMP Amendment for the completion of Work for the GMP within the Contract Time, and in
accordance with the other terms and conditions of the Contract;
h. The Contract Documents are sufficient to enable Design-Builder to determine the GMP and Contract Time; and
i. Subject to the terms and conditions of the Contract, the GMP can be completed in accordance with the Contract Documents for the GMP within the Contract Time.
D. Failure to Execute GMP Amendment.
1. If the Parties are unable to reach an agreement on Design-Builder’s GMP Proposal and execute a GMP Amendment, OC SAN reserves the right, in its sole discretion,
to, without limitation, do any of the following (or, a combination thereof):
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a. Allow the Design-Builder to complete Phase 1, if not yet completed. OC SAN shall pay Design-Builder only for the compensation agreed to for Phase 1. All deliverables, including, but not limited to, Work Product, Early Purchase Items, and Construction Documents shall become the exclusive property of OC SAN.
b. Complete the Project as a traditional design-bid-build project and have the Design-Builder prepare a fully biddable set of Plans and Specifications, provide bid phase support, and provide design support services during construction.
OC SAN and Design-Builder shall negotiate compensation for Design-Builder to perform such services based on Design-Builder’s RFP Pricing.
c. Terminate Design-Builder for convenience in accordance with the General
Conditions and take possession of, among other things, any Work Product, Early Purchase Items, and Construction Documents, even if not complete.
d. Complete the Project by any other project delivery method, including, but not
limited to, soliciting proposals to complete the Project from other firms that submitted Proposals in response to the RFP for this Project, or seek approval from OC SAN’s Board that it is in the best interest of OC SAN to formally solicit
proposals from other design-build entities. Design-Builder shall not be entitled to bid or propose on any part of the Project.
2. OC SAN shall have the right at any time in its discretion to proceed to develop and implement Work Packages with other contractors. OC SAN may exercise such right during the performance of Phase 1 Services, upon termination of the Contract or upon any failure of the Parties to execute a GMP Amendment.
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ARTICLE 8 - PROSECUTION OF THE WORK
8.1 Progress of the Work.
A. Design-Builder shall proceed expeditiously with adequate forces and shall achieve full completion of the Work within the Contract Time. If OC SAN’s Representative determines that Design-Builder’s progress is such that Design-Builder will not achieve full completion of the Work within the Contract Time, the Parties will meet and discuss how Design-Builder will take measures to ensure full completion of the Work within the
Contract Time. If necessary, Design-Builder shall at no additional cost to OC SAN, take all measures necessary, including working such overtime, additional shifts, Sundays, or holidays as may be required to ensure that the entire Project is completed
within the Contract Time. Design-Builder shall reimburse OC SAN for any extra costs or expenses (including the reasonable value of any services provided by OC SAN’s employees) incurred by OC SAN as the result of such measures.
8.2 Defective Work.
A. Correction of Defective Work.
1. Failure to Correct. If Design-Builder fails to correct Defective Work, remove and
replace rejected Work as required by OC SAN, or fails to perform the Work in accordance with the Contract Documents, OC SAN may, after seven (7) Days written notice to Design-Builder, correct or remedy any such deficiency if Design-Builder has failed to commence correcting such deficient Work.
2. Correction of Work by OC SAN. In connection with such corrective or remedial action, OC SAN may exclude Design-Builder from all or part of the Site, take possession of all or part of the Work and suspend Design-Builder’s services related thereto, take possession of Design-Builder’s tools, appliances, construction
equipment, and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which OC SAN has paid Design-Builder but which are stored elsewhere. Design-Builder shall allow OC SAN, and the agents, employees, other contractors, and consultants of each of them, access to the Site to enable OC SAN to exercise the rights and remedies to correct the Defective Work.
3. Costs of Correcting Defective Work. All claims, costs, losses, and damages (including, but not limited to, all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) incurred or sustained by OC SAN correcting the Defective Work will be charged against Design-Builder, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and OC
SAN shall be entitled to reimbursement of the costs from Design-Builder. Such claims, costs, losses, and damages will include, but not be limited to, all costs of repair or replacement of work of others destroyed or damaged by correction, removal, or replacement of Defective Work. If the Change Order is executed after all payments under the Contract have been made by OC SAN and the Project retention is held in an escrow account as permitted by the Contract Documents, Design-Builder will promptly alert the escrow holder, in writing, of the amount of
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retention to be paid to OC SAN. Design-Builder shall not be allowed an extension of Contract Time because of any delay in the performance of the Work attributable to OC SAN correcting Defective Work.
B. Acceptance of Defective Work. If, instead of requiring correction or removal and replacement of Defective Work, OC SAN prefers to accept it, OC SAN may do so. Design-Builder shall pay all claims, costs, losses, and damages (including, but not limited to, all fees and charges of engineers, architects, attorneys, and other
professionals and all court or other dispute resolution costs) attributable to OC SAN’s evaluation of and determination to accept the Defective Work and for the diminished value of the Work. A Change Order will be issued incorporating the necessary
revisions in the Contract Documents with respect to the Work, and OC SAN shall be entitled to an appropriate decrease in the GMP, reflecting the diminished value of Work and reimbursement of all costs incurred by OC SAN.
8.3 Use Prior to Final Completion (Beneficial Occupancy).
A. OC SAN shall have the right to Beneficially Occupancy of all or a portion of the Work at no additional cost to OC SAN.
B. If OC SAN elects to take Beneficially Occupancy of any completed or partially completed portions of the Work, OC SAN’s Representative shall so document in writing the scope of Work of which it elects to take possession and an inspection shall be made by Design-Builder and OC SAN’s Representative of said scope of Work. Based on such inspection, OC SAN’s Representative will attempt to list all incomplete and/or deficient items of Work observed, and provide the Design-Builder with such a list. However, the absence of an item from the list shall not relieve Design-Builder of responsibility to perform all of the Work in accordance with the Contract Documents,
and any and all areas so occupied will be subject to final inspection after the Design-Builder completes the Punch List, before Final Completion. If such prior use by OC SAN delays the progress of the Work or causes additional expense to Design-Builder,
Design-Builder may file a written Change Order Request.
C. Until Final Acceptance of the Work, Design-Builder shall guarantee, through the provision and maintenance of sufficient warranties, the following: that the portions of
the Work Beneficially Occupied shall perform at all times as part of a fully integrated system consisting of all elements which are being Beneficially Occupied; that the portions of the Work Beneficially Occupied are free from all defects due to faulty materials, equipment or workmanship; and that Design-Builder 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 Design-Builder of observed defects. In the event that Design-Builder fails to make adjustments, repairs, corrections or other work made necessary by such defects, OC SAN may do so and charge Design-Builder the cost incurred. Design-Builder’s warranty shall continue as to any corrected deficiency until the later of (1) the remainder of the original warranty period; or (2) one year after acceptance by OC SAN of the corrected work.
D. If OC SAN’s need to occupy the Work, or any portions thereof, prior to such time as the Work is complete is caused by Design-Builder’s failure to complete the Work within
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the period of performance, including due allowance for extensions of time made in accordance with the Contract Documents, if any, Design-Builder shall bear any and all additional costs associated with completing the Work.
8.4 Substantial Completion.
A. When Design-Builder considers that Substantial Completion has been achieved, the Design-Builder shall notify OC SAN’s Representative that the Work is substantially complete to the required stage and is ready for inspection and shall include with its
Notice of Substantial Completion of the Work a list of minor items, (including Design-Builder’s Punch List) to be completed or corrected that would not affect Beneficial Occupancy or suitability for use.
B. After receipt of Design-Builder’s Notice of Substantial Completion of Work, OC SAN’s Representative and Design-Builder, and any other representative as OC SAN’s Representative deems appropriate, shall make an inspection of the Work to determine
whether the Work has been completed in accordance with the Contract Documents and to review Design-Builder’s Punch List. If, in OC SAN’s Representative sole opinion, the Work has not achieved Substantial Completion, the Parties shall cease
the inspection and all costs incurred by OC SAN as a result of the premature inspection shall be deducted from the payments due Design-Builder. Design-Builder shall thereafter perform all remaining Work to reach Substantial Completion, and re-submit its Notice of Substantial Completion of Work. The inspection of the Work will re-commence as set forth above. If the Work has achieved Substantial Completion, a Punch List shall be prepared by OC SAN’s Representative and consist of those items listed by Design-Builder to be completed or corrected as supplemented by those items observed during the inspection. Failure to include any items on OC SAN’s Punch List
shall not alter the responsibility of Design-Builder to complete all Work in accordance with the Contract Documents, nor shall the Punch List amend the Contract Documents. All deficiencies and/or items identified on OC SAN’s Punch List must be corrected
within 30 Days of said initial inspection conducted at the Substantial Completion phase, unless otherwise specified in writing by OC SAN’s Representative.
8.5 Final Completion and Final Acceptance.
A. Final Inspection. Design-Builder shall notify OC SAN’s Representative in writing when all Punch List items have been completed, all Work is completed in accordance with the Contract Documents, and all clean-up has been done. Clean-up shall be completed when all waste, materials, excess materials, tools, and equipment such as scaffolding, temporary structures, and unneeded facilities such as fencing and sanitary facilities are removed from the Project. OC SAN’s Representative will then make final
inspection for the purposes of ascertaining that the Work has been fully completed in accordance with the requirements of the Contract Documents.
B. Final Completion. After OC SAN’s Representative has made the final inspection and is satisfied that the Work has been completed in accordance with the Contract Documents, including all Punch List items, and is satisfied that all submittals have been made and accepted, including, but not limited to, all materials required by the Contract Documents and all As-Built Drawings by the Design-Builder and any other required record documents have been completed and accepted, all Change Order
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Work has been completed and accepted by OC SAN’s Representative, and all other requirements of the Contract Documents, except for any unexecuted Change Orders, possible future warranty and guarantee Work, have been accomplished, OC SAN’s Representative shall certify, in writing, the full completion of the Work and the date thereon.
C. Final Acceptance.
1. The Work, after achieving Final Completion, is subject to Final Acceptance by OC
SAN. Final Acceptance occurs in accordance with the following:
a. Design-Builder is required to provide adequate resources to fully support administrative Project close-out efforts identified in the Contract Documents,
including, but not limited to, execution of all Change Orders, agreement on all final quantities, and all other activities specified herein. Such support and completion of all administrative close-out activities as required herein must be
provided within the timeframe(s) requested by OC SAN and is condition precedent to Final Acceptance.
b. OC SAN’s Representative shall, after certifying the date of Final Completion of
the Contract, make a final estimate of the amount of Work done thereunder, and the General Manager or designee shall certify, as specified in the OC SAN delegation of authority, as amended, the value of such Work and the date of Final Completion. If the designated authority finds that the Work has been completed according to the Contract Documents, it shall establish the date of Final Acceptance, and find and declare the Work accepted pursuant to this Article, which shall be evidenced by a Notice of Completion.
c. A Notice of Completion shall be recorded with the Orange County Clerk
Recorder’s Office immediately after the Final Acceptance, and in no event later than 15 Days from Final Acceptance.
d. Only upon Final Acceptance shall final payment be processed. Processing of
final payment shall occur in accordance with provisions in these General Conditions. Final Completion and Final Acceptance are for purposes of issuing final payment, and neither shall act to relieve the Design-Builder from any of
its obligations under the Contract Documents, and under no circumstances shall Final Acceptance of the Contract Work waive any rights related to, among other things, claims by OC SAN pertaining to warranties and guarantees, latent defects, indemnity, fraud on the part of the Design-Builder, gross mistakes on the part of the Design-Builder amounting to fraud, or as otherwise provided in the Contract Documents.
8.6 Warranty (Design-Builder’s Guarantee).
A. Generally. Design-Builder warrants and guarantees, without limitation, the following:
1. Work shall: (i) be new, of recent manufacture, and of good quality; (ii) conform to the requirements of the Contract Documents; and (iii) be free of material faults or defects.
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2. All items having a manufacturer's warranty installed under the Contract shall be installed by or under the directive of the manufacturer or its certified agent in order to conform with the manufacturer's warranty requirements. All Work, including any repairs or replacements, involving manufacturer's products shall be performed in accordance with manufacturer's recommendations in order to maintain all warranties.
3. Neither final payment nor any provision in the Contract Documents shall relieve
Design-Builder of responsibility for faulty materials or workmanship.
B. Warranty Work. Design-Builder shall and hereby does guarantee the entire Work, and its performance through maintenance of sufficient warranties, that the entire Work
shall perform at all times as part of a fully integrated system consisting of all Work elements specified in the Contract Documents for a period of one (1) year after the Final Acceptance of the Work by OC SAN. Any portion of the Work with Beneficially
Occupancy shall be additionally warranted as described in these General Conditions. During the warranty period, Design-Builder shall repair or remove and replace any Work, together with any other work which may be displaced in so doing that is found
to be defective in workmanship and/or materials without any expense to OC SAN, ordinary wear and tear and unusual abuse or neglect excepted. In the event of failure to comply with the above-mentioned conditions within one (1) week after being notified in writing, OC SAN is hereby authorized to proceed to have the defects remedied at the expense of Design-Builder who hereby agrees to pay the cost and charges thereof immediately on demand. Such action by OC SAN will not relieve Design-Builder of the warranties required by this Article or elsewhere in the Contract Documents. Design-Builder’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.
C. Warranty Benefits. All guarantees and warranties, expressed or implied, shall inure to
the benefit of both OC SAN and Design-Builder during the performance of the Work. Upon Final Completion of the Work, such guarantees and warranties shall inure to the benefit of OC SAN.
D. Immediate Warranty Work. If, in the opinion of OC SAN, Defective Work is detected during the warranty period which creates a dangerous condition or requires immediate correction or modification to prevent further loss to OC SAN or to prevent interruption of OC SAN operations, OC SAN will attempt to give the notice required by this Article. If Design-Builder cannot be contacted or does not comply with OC SAN’s request for correction within a reasonable time as determined by OC SAN, OC SAN may,
notwithstanding the provisions of this Article, proceed to make such correction or provide such modification. The costs of such correction or modification shall be charged against the Design-Builder. Such action by OC SAN will not relieve Design-Builder of the warranties required by this section or elsewhere in the Contract Documents.
E. Manufacturer’s Warranties. Without limiting any warranties or guarantees of Design-Builder in the Contract Documents or at law, Design-Builder shall obtain for OC SAN
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all warranties that would be given in normal commercial practice and assign to OC SAN any and all manufacturer’s or installer’s warranties for equipment or materials not manufactured by Design-Builder and provided as part of the Work, to the extent that such third-party warranties are assignable and extend beyond the warranty period set forth in this Article. Assignments will not relieve Design-Builder of its responsibility in the case of a manufacturer’s or installer’s failure to fulfill guarantee or warranty provisions. Design-Builder shall furnish OC SAN with all warranty and guarantee
documents prior to Final Completion of the Project by OC SAN as required. Nothing in these Contract Documents is intended to limit any third-party warranty that provides OC SAN with greater warranty rights than those provided herein.
F. OC SAN Furnished Materials and Equipment. When specifically indicated in the Contract Documents or when directed by OC SAN, OC SAN may furnish materials or equipment to Design-Builder for installation and incorporation into the Work. In the
event any act or failure to act by Design-Builder shall cause a warranty applicable to any materials or products purchased by OC SAN for installation by Design-Builder to be voided or reduced, Design-Builder shall indemnify OC SAN from and against any
cost, expense, or other liability arising therefrom, and shall be responsible to OC SAN for the cost of any repairs, replacement, or other costs that would have been covered by the warranty but for such act or failure to act by Design-Builder.
G. Warranty Not Limited. This Article does not in any way limit the warranty on any items for which a longer warranty is specified or on any items for which a manufacturer or Supplier gives a warranty for a longer period, and shall not limit Design-Builder’s liability or responsibility imposed by the Contract or Applicable Law with respect to the Work, including to latent defects, gross mistakes, or fraud. Design-Builder agrees to
act as a co-guarantor with such manufacturer or Supplier and shall furnish OC SAN all appropriate guarantee or warranty certificates upon completion of the Project and acceptance by OC SAN. No warranty period, whether provided for in this Article or elsewhere, shall in any way limit the liability of Design-Builder, Sureties, or insurers. Nothing in the Contract Documents shall be construed to limit the rights and remedies available to OC SAN at law or in equity, including, but not limited to, Code of Civil
Procedure section 337.15.
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ARTICLE 9 - PROJECT SITE
9.1 Use of Project Site.
A. Availability of Site. OC SAN shall furnish the Site. OC SAN shall notify Design-Builder of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Design-Builder must comply in performing the Work. Design-Builder shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment at
no additional cost to OC SAN.
B. Limitation of Use of Site and Other Areas. Rights-of-way, easements, or rights-of-entry for the Project will be provided as shown in the Contract Documents. Unless otherwise
specified in the Contract Documents, Design-Builder shall make arrangements, pay for, and assume all responsibility for acquiring, using, and disposing of additional work areas and facilities temporarily required. Design-Builder shall indemnify, defend, and
hold OC SAN harmless from all claims for damages caused by such actions. Design-Builder shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Applicable
Laws, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Design-Builder shall not use the Site for anything not directly related to constructing the Work, including, but not limited to, housing employees and other non-Work activities. Design-Builder shall assume full responsibility for any damage to any such land or area, or to OC SAN or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work.
C. Utility Usage. All temporary utilities, including, but not limited to, electricity, water, gas, and telephone, used on the Work shall be furnished and paid for by Design-Builder.
Design-Builder shall provide necessary temporary distribution systems, including meters, if necessary, from distribution points to points on the Work where the utility is needed. Upon completion of the Project, Design-Builder shall remove all temporary distribution systems. Design-Builder shall provide necessary and adequate utilities and pay all costs for water, electricity, gas, oil, and sewer charges required for completion of the Project, including, but not limited to, startup and testing required in
the Contract Documents. All permanent meters installed shall be listed in Design-Builder’s name until the Project is accepted. For Work to be performed in existing OC SAN facilities, Design-Builder may use OC SAN’s existing utilities, provided such use is reasonable under the circumstances. If Design-Builder uses OC SAN utilities, it will not need to compensate OC SAN for reasonably consumption of utilities, but Design-Builder will be responsible for any excessive, unreasonable, or wasteful utility usage.
D. Site Maintenance. During the progress of the Work, Design-Builder shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris, including, without limitation, before the end of each shift. Removal and disposal of such waste materials, rubbish, and other debris shall conform to Applicable Laws. Design-Builder shall furnish trash bins for all debris from construction. All debris shall be placed in trash bins daily. Forms and false-work that are to be re-used shall be stacked neatly concurrently with their removal. Forms and false-work that are not to be re-used shall be disposed of concurrently with their removal.
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E. Cleaning. Prior to completion of the Project, Design-Builder shall clean the Site and make it ready for utilization by OC SAN. At the completion of the Project, Design-Builder shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents.
F. Parking. Design-Builder shall be responsible for the parking of any and all vehicles belonging to its employees or employees of its Subcontractors in a legal manner at no
additional expense or inconvenience to OC SAN.
9.2 Conditions at Project Site.
A. Reports and Drawings. OC SAN has provided to Design-Builder those reports known
to OC SAN of explorations and tests of subsurface conditions at or contiguous to the Site; and those drawings known to OC SAN of physical conditions relating to existing surface or subsurface structures at the Site, including, among other things,
Underground Facilities.
B. Verification of Reports and Drawings. As part of Phase 1, Design-Builder shall independently verify and confirm the accuracy, completeness, and sufficiency of any
documents furnished by OC SAN, and shall promptly report in writing to OC SAN any error, omission, or insufficiency in such documents that Design-Builder discovers.
C. Unverified Reports and Drawings. For “technical data” in reports and drawings provided to Design-Builder, but not verified during Phase 1, Design-Builder may rely upon the accuracy of the “technical data” contained in such reports and drawings, which were expressly not created or obtained to evaluate or assist in the evaluation of constructability, and are not Contract Documents.
D. Reports and Drawings. Design-Builder shall make its own interpretation of the
“technical data” in the reports and drawings and shall be solely responsible for any such interpretations. Except for reliance on the accuracy of such “technical data,” Design-Builder may not rely upon or make any claim against OC SAN, OC SAN’s Representative, or Designer of Record, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, with respect to:
1. The completeness of such reports and drawings for Design-Builder’s purposes,
including, without limitation, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Design-Builder, and safety precautions and programs incident thereto;
2. Other data, interpretations, opinions, conclusions, and information contained in such reports or shown or indicated in such drawings; or
3. Any Design-Builder interpretation of or conclusion drawn from any “technical data”
or any such other data, interpretations, opinions, or information.
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9.3 Trenches.
A. Trenches Five Feet or More in Depth. Design-Builder shall submit to OC SAN prior to Construction Work, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from hazards of caving ground during the excavation of any trench or trenches five (5) feet or more in depth. If such plan varies from shoring system standards established by the Construction Safety Orders of the California Code of Regulations, Department of Industrial Relations, the
plan shall be prepared by a California registered civil or structural engineer. The plan shall not be less effective than the shoring, bracing, sloping, or other provisions of the Construction Safety Orders, as defined in the California Code of Regulations. Design-
Builder shall designate, in writing, the “competent person” as defined in Title 8, California Code of Regulations, who shall be present at the Site each day that trenching and excavation is in progress. The “competent person” shall prepare and
provide daily trenching and excavation inspection reports to OC SAN’s Representative. Design-Builder shall also submit a copy of its annual Cal/OSHA trench and excavation permit.
9.4 Differing Site Conditions.
A. Phase 1 Services. Design-Builder shall, during Phase 1, take all measures necessary to determine the conditions of the Site. Design-Builder shall be responsible for any Site conditions that are not as Design-Builder reasonably anticipated after performing Phase 1 Services, and such conditions shall not be considered to materially differ.
B. Discovery of Differing Site Conditions.
1. If Design-Builder encounters a Differing Site Condition, Design-Builder shall within three (3) Days, and before the Differing Site Condition is further disturbed, notify
OC SAN in writing of the Differing Site Condition.
2. The written notice from Design-Builder shall describe the specific Differing Site Condition encountered and demonstrate that a Differing Site Condition exists, why Design-Builder could not reasonably have worked around the Differing Site Condition, and how the Differing Site Condition adversely impacted the GMP or Contract Time.
3. OC SAN shall promptly investigate the conditions and, if it finds that there is a Differing Site Condition that causes an increase in the GMP or Contract Time, shall issue a Change Order under the procedures described in these General Conditions.
4. In the event that a dispute arises between OC SAN and Design-Builder as to whether there is a Differing Site Condition or whether it causes an increase in the
GMP or Contract Time, Design-Builder shall not be excused from the GMP or Contract Time, but shall proceed with all Work to be performed under the Contract. Design-Builder shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.
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ARTICLE 10 - CONTRACT TIME; SCHEDULE
10.1 Time for Completion.
A. Completing Work. Design-Builder shall complete all or any designated portion of the Work called for under the Contract in all parts and requirements within the Contract Time. If, at any time, Design-Builder’s Critical Path Work progress falls behind schedule, OC SAN reserves the right to require Design-Builder to work overtime to bring the Project back on schedule. Such overtime shall be at the Design-Builder’s
expense. Design-Builder shall furnish OC SAN’s Representative a monthly statement showing the following:
1. Number of days originally specified for completion;
2. Number of days charged to date;
3. Number of days of time extensions approved;
4. Number of days remaining to completion; and
5. Revised date for completion.
B. Time for Completion. The Contract Time shall commence: (1) on the date stated in the Notice to Proceed, or (2) if the Notice to Proceed does not specify a commencement
date, then on the date of the Notice to Proceed and, in both cases, shall be completed within the Contract Time. OC SAN is under no obligation to consider early completion of the Work and Contract Time shall not be amended by OC SAN’s receipt or acceptance of Design-Builder’s proposed earlier completion date. Any difference in time between Design-Builder’s early completion and the Contract Time shall be considered a part of the Project float. Design-Builder shall not be entitled to compensation, and OC SAN will not compensate Design-Builder, for delays which impact early completion. Design-Builder shall not, under any circumstances, receive
additional compensation from OC SAN (including, but not limited to, direct, indirect, general, administrative, or other forms of overhead costs) for the period between the time of earlier completion proposed by Design-Builder and the Contract Time.
C. Failure to Perform. Failure of Design-Builder to perform any covenant or condition contained in the Contract Documents within the Contract Time shall constitute a material breach of the Contract entitling OC SAN to terminate Design-Builder’s
performance under the Contract unless Design-Builder applies for, and receives, an extension of Contract Time in accordance with the procedures set forth in the Contract Documents, as well as any and all other remedies available to OC SAN by law, in equity, or pursuant to the provisions of the Contract.
D. No Waiver. Failure of OC SAN to insist upon the performance of any covenant or condition within the Contract Time shall not constitute a waiver of Design-Builder’s
duty to complete performance within the Contract Time unless the waiver is in writing. OC SAN’s agreement to waive a specific time provision or to extend the Contract Time for performance shall not constitute a waiver of any other time provisions contained in the Contract Documents. Failure of Design-Builder to complete performance promptly within the additional Contract Time authorized in the waiver or extension of time
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Change Order shall constitute a material breach of the Contract entitling OC SAN to terminate Design-Builder’s performance under the Contract and to any and all other legal or equitable remedies.
10.2 Extension of Time For Delay.
A. Procedure for Extension of Contract Time and Delay Damages. Design-Builder shall not be entitled to any extension of Contract Time or adjustment to the GMP for delay damages unless Design-Builder properly notices the delay and requests a Change
Order in accordance with the Change Order provisions in these General Conditions. Design-Builder’s failure to timely and fully comply with the Change Order procedures in the Contract Documents shall constitute a waiver of Design-Builder’s right to an
extension of Contract Time or adjustment to the GMP for delay damages.
B. Extension of Time.
1. OC SAN-Caused Extension of Time. Design-Builder’s entitlement to an extension
of Contract Time for an OC SAN-caused delay shall only be allowed when, and then only to the extent that, the OC SAN-caused delay extends the Critical Path beyond the Contract Time. The delay to the Critical Path must be established by a
proper time impact analysis. Each time impact analysis shall include a fragnet demonstrating how Design-Builder proposes to incorporate the change or delay into the current CPM Schedule. The fragnet shall include the sequence of new and/or existing activity revisions that are proposed to be added to the accepted CPM Schedule that is current at the time the change or delay is encountered. OC SAN shall ascertain the facts and extent of delay and grant extension of time for completing the Work when, in its judgment, the facts justify such an extension. Design-Builder shall not be entitled to an adjustment of Contract Time for delays
within the control of Design-Builder. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Design-Builder. If approved, the increase in time required to complete Work shall be added to the Contract Time.
2. Concurrent Delay. In the event of Concurrent Delay, the Contract Time may be extended, as determined by OC SAN, however, such delay is non-compensable
and the GMP shall not be adjusted.
3. Inclement Weather. Design-Builder shall abide by OC SAN’s determination of what constitutes inclement weather. Time extensions for inclement weather shall only be granted when the Work stopped during inclement weather is on the Critical Path of the applicable CPM Schedule.
4. Utility-Related Delays. If a delay to the Critical Path results from acts of public
utilities or delays caused by failure of a public agency or owner of a utility to provide for removal or relocation of existing main or trunkline utility facilities or other known utility facilities, Design-Builder will be entitled to a time extension, but will not receive an adjustment to the GMP or any other compensation.
5. Force Majeure. If a delay to the Critical Path results from a Force Majeure Event, Design-Builder will be entitled to a time extension, but will not receive an adjustment to the GMP or any other compensation. Such a non-compensable
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adjustment shall be Design-Builder’s sole and exclusive remedy for a Force Majeure Event.
C. No Damages for Reasonable Delay.
1. OC SAN’s liability to Design-Builder for delays for which OC SAN is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall OC SAN be liable for any costs which are borne by Design-Builder in the regular course of business, including, but not
limited to, home office overhead and other ongoing costs.
2. Damages caused by unreasonable OC SAN delay shall be based on actual costs only, no proportions or formulas shall be used to calculate any delay damages.
This includes the following allowable costs:
a. Those actual necessary costs of idle time of construction equipment, idle time of workers, moving of construction equipment, and hauling of materials and
equipment which are incurred solely by reason of the delay and which could not have been avoided by the judicious handling of forces and construction equipment;
b. General Conditions Cost that are incurred solely by reason of the delay and extension of the Critical Path; and
c. Design-Builder’s Fee, on the costs allowed above.
10.3 Liquidated Damages.
A. Liquidated Damages. Time is of the essence. If the Work is not completed within the Contract Time, it is understood that OC SAN will suffer damage. In accordance with Government Code section 53069.85 and Public Contract Code section 7102, being impractical and infeasible to determine the amount of actual damage, it is agreed that
Design-Builder shall pay to OC SAN as fixed and liquidated damages, and not as a penalty, the sum stipulated in the Contract or the GMP Amendment for each calendar day of delay until the Work is fully completed. Design-Builder and its Surety shall be liable for any liquidated damages. Any money due or to become due Design-Builder may be retained to cover liquidated damages.
B. Guaranteed Completion Date. Design-Builder agrees that it shall be liable to OC SAN
for liquidated damages in an amount determined in the Contract or the GMP Amendment for each and every calendar day beyond the Guaranteed Completion Date that Final Completion has not been achieved for the Project.
C. Milestone Date. Design-Builder agrees that it shall be liable to OC SAN for liquidated damages in an amount determined in the Contract or the GMP Amendment for each and every calendar day beyond a Milestone Date where Final Completion has not
been achieved.
10.4 Schedules.
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A. General Requirements. Except as otherwise specifically stated in the Contract Documents, this Article will apply to a CPM Schedule for the Work. The CPM Schedule shall be prepared in an electronic scheduling program acceptable to OC SAN and as specified in the Contract Documents. Design-Builder shall deliver the CPM Schedule and all updates to OC SAN in both paper and electronic form. The electronic versions shall be in the format, and include all data used, to prepare the CPM Schedule.
B. Schedule. The receipt or approval of any CPM Schedule by OC SAN shall not in any way relieve Design-Builder of its obligations under the Contract Documents. Design-Builder is fully responsible to determine and provide for any and all staffing
and resources at levels which allow for good quality and timely completion of the Project. Design-Builder’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the CPM Schedule shall not
excuse Design-Builder from performing Work required within the specified Contract Time. If the required CPM Schedule is not received by the time the first payment under the Contract is due, Design-Builder shall not be paid until the CPM
Schedule is received, reviewed, and accepted by OC SAN.
C. Schedule Contents. The CPM Schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non-critical activities. The CPM Schedule shall include appropriate time allowances and constraints for submittals, items of interface with Work performed by others, and specified construction, start-up, and performance tests. All float shall be owned by the Project. CPM Schedules indicating early or late completion shall not modify or
have any effect on the Contract Time, regardless of whether the schedules are reviewed and/or accepted by OC SAN.
D. Schedule Updates. Design-Builder shall continuously update its CPM Schedule. Design-Builder shall submit an updated and accurate CPM Schedule to OC SAN: (1) prior to the start of construction, if there are any changes to the initial schedule; (2) with each progress payment request; and (3) whenever requested to do so by
OC SAN. OC SAN may withhold progress payments or other amounts due under the Contract Documents if Design-Builder fails to submit an updated and accurate CPM Schedule. Upon OC SAN’s request, Design-Builder shall submit any schedules or updates to OC SAN in the native electronic format of the software used to create the CPM Schedule.
E. Three-Week Look-Ahead Schedules. Design-Builder shall submit a three-week
detailed look-ahead schedule at weekly meetings conducted with OC SAN. The three-week look-ahead schedule shall clearly identify all staffing and other resources which in Design-Builder’s judgment are needed to complete the Work within the Contract Time, and it shall clearly state the number of staff to be used on each daily segment of the Work.
F. Acceptance. Acceptance of the CPM Schedule by OC SAN will not impose on responsibility for accuracy, for sequencing, scheduling, or progress of the Work, or compliance with the Contract Documents. Acceptance will not interfere with or relieve Design-Builder from Design-Builder’s full responsibility therefor.
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ARTICLE 11 - CHANGE IN CONTRACT PRICE, TIME
11.1 Phase 1 Changes.
A. Additional Phase 1 Services. OC SAN may direct Design-Builder to perform additional Phase 1 Services that OC SAN determines to be necessary for the proper completion of Phase 1, which the Parties did not reasonably anticipate would be necessary at execution of the Contract. Additional Phase 1 Services will be compensated at the rates set forth in Design-Builder’s RFP Pricing, subject to adjustment as allowed by
the Contract Documents. Design-Builder shall not be entitled to a mark-up on the rates set forth in Design-Builder’s RFP Pricing for additional Phase 1 Services. If rates (i.e., hourly or unit rates) for additional Phase 1 Services are not identified in Design-
Builder’s RFP Pricing, OC SAN will pay for additional Phase 1 Services at a mutually agreeable rate between the Parties based on current market rates.
B. Excusable Delay. Design-Builder may request additional time to complete a task or
submittal milestone only in the event of an excusable delay. For purposes of this Article, an excusable delay is a delay only to the completion of a Phase 1 Service and caused by the following: (i) the actions of OC SAN or its employees; (ii) the actions of
those in direct contractual relationship with OC SAN, except for Design-Builder; (iii) the actions of any Governmental Body having jurisdiction over the Project acting in their role as an authority having jurisdiction that Design-Builder had no control over; (iv) the actions of any parties not within the reasonable control of Design-Builder; or (v) a Force Majeure Event. Design-Builder shall not be entitled to any damages or costs resulting from an excusable delay.
C. Change Order Procedures.
1. An increase to the Phase 1 Fee and/or extensions of time for the performance of
Phase 1 Services must be approved through a Change Order. If Design-Builder thinks it is entitled to a Change Order, Design-Builder must request a Change Order within five (5) Days of a directive from OC SAN to perform additional Phase 1 Services or of the event otherwise giving rise to the change.
2. To increase the Phase 1 Fee, Design-Builder's request for a Change Order shall include documentation supporting the need for the request and a cost proposal for
the additional Phase 1 that shows the applicable rates and provides a fair estimate of the amount of work needed to complete the additional Phase 1 Services. OC SAN may request that Design-Builder propose other options or efficiencies, including de-scoping a portion of the additional Phase 1 Services.
3. To receive an extension of time for the performance of Phase 1 Services, Design-Builder's request shall include documentation supporting the need for the request,
and a time impact analysis showing the impact of the extension on completion of the Phase 1 Services, as well as the impact on potential Work and on the Work as a whole. The time impact analysis shall include options to mitigate the impact to the Critical Path of the Phase 1 Services, including the commencement of Phase 2. The request shall be limited to only the amount of time that is reasonably necessary
for Design-Builder to complete the additional Phase 1 Services. An extension of time shall be a last resort, and shall only be granted if, and to the extent that,
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Design-Builder cannot reasonably complete the Phase 1 Services on time, including by expediting the Phase 1 Services, at no additional cost to OC SAN.
4. If additional Phase 1 Services also result in an excusable delay, Design-Builder shall request an increase to the Phase 1 Fee and an extension of time concurrently.
D. Exclusions from Additional Phase 1 Services. Additional Phase 1 Services shall not include work or services necessary because of negligent errors, omissions, or conflicts
of any type in Design-Builder’s performance of Phase 1 Services. This includes, but is not limited to, any redesign or revisions to Plans, Specifications, or other documents required to complete the original scope of Work that are: (i) an ordinary part of the
design development and review process, including constructability and value engineering review, or (ii) necessary in order to bring such documents into compliance with Applicable Law of which Design-Builder was aware or should have been aware.
All such work or services shall constitute Phase 1 Services and shall be performed at no cost to OC SAN.
E. Reduction of Phase 1 Services. OC SAN shall have the right to reduce the scope of
Phase 1 Services at any time by written notice to Design-Builder. Changes to Phase 1 Services that reduce the scope of Phase 1 Services shall be effective upon the delivery of the written notice by OC SAN pursuant to this Article. Any reduction in the scope of Phase 1 Services shall result in an appropriate reduction in the Phase 1 Fee, which shall be reflected in a Change Order.
11.2 Phase 2 Changes.
A. Change Orders Generally.
1. All changes to the Contract, including compensation increases and time extensions,
shall be through a written Change Order in accordance with this Article. OC SAN, without invalidating the Contract, may order changes in the Work consisting of additions, deletions, or other revisions, and Design-Builder’s compensation and the time for completion shall be adjusted accordingly. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract, and shall be subject to all terms,
conditions, and provisions of the original Contract. Design-Builder shall not be entitled to a claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done. No dispute, disagreement, or failure of the Parties to reach agreement on the terms of the Change Order shall relieve Design-Builder from the obligation to proceed with performance of the Work, including Extra Work, promptly and expeditiously.
Any alterations, extensions of time, Extra Work, or any other changes may be made without securing consent of Design-Builder’s Surety or Sureties.
2. Design-Builder agrees that one of the purposes of progressive design-build services is to minimize the risk for Change Orders and Change Orders shall be strictly limited. Change Order Requests shall be kept to a minimum. This Article
shall continue to apply regardless of whether the Parties continue to utilize a GMP for Construction Work or agree to convert the GMP to a Lump Sum Price.
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3. Subject to OC SAN approval, the GMP shall not be modified except in the event of the following circumstances: (a) OC SAN directs and authorizes a change which is related solely to discretionary changes by OC SAN (the foregoing excludes changes resulting from the acts, omissions, or other conduct of Design-Builder); (b) Differing Site Conditions; (c) changes directed by a Governmental Body with jurisdiction over the Project, or portions thereof, which could not be reasonably foreseen or anticipated by Design-Builder at the execution of the GMP
Amendment; (d) changes necessitated by amendment(s) to or enactment(s) of Applicable Laws which could not be reasonably anticipated or foreseen by Design-Builder at the execution of the GMP Amendment; (e) changes resulting from
emergencies not caused, in whole or in part, by the acts, omissions, or other conduct of Design-Builder or its Subcontractors, employees, agents, or representatives; or (f) where expressly allowed by the Contract Documents.
4. Design-Builder has no right to a Change Order for a time extension, extra work, or other costs of any kind whatsoever (including, without limitation, direct and indirect costs, delay and disruption damages, overhead, profit, or mark-up) resulting from
issues related to, among other things, the following: (a) costs that result from Phase 1 Services or that Design-Builder otherwise should have foreseen prior to proposing and agreeing to the GMP; (b) design defects or ambiguities; (c) Site conditions that Design-Builder could have foreseen or discovered prior to Construction Work; (d) constructability issues, including, but not limited to, construction feasibility, schedule, or cost; or (e) where Design-Builder failed to recommend alternative solutions as part of its Phase 1 Services or Constructability Review.
5. Design-Builder shall not be entitled to an increase to the GMP if it contains any contingency or allowances for the costs, which must be utilized and exhausted prior to requesting a Change Order. Design-Builder may only increase the GMP
through a duly requested and approved Change Order.
B. Contract Change Order Procedures.
1. OC SAN Written Directive. OC SAN may direct changes in the Work by delivering
a written directive. To the extent the written directive results in a change to compensation or time, Design-Builder must timely request a Change Order and comply with all Change Order procedures in accordance with this Article. Notwithstanding issuance of a written directive, Design-Builder’s failure to timely request a Change Order shall constitute a waiver by Design-Builder of any adjustment to compensation or time extension for Work performed under the
directive. OC SAN shall not be liable to Design-Builder for Work performed or omitted by Design-Builder in reliance on verbal orders. OC SAN shall have the right to order changes in the Work by a unilateral Change Order setting forth OC SAN’s determination of the reasonable additions or savings in the GMP or Contract Time.
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2. Design-Builder’s Notice of Change or Delay.
a. If Design-Builder intends to initiate a Change Order Request, Design-Builder shall provide OC SAN with written notice of the underlying facts and circumstances that gave rise to the proposed change within the following times:
(i) If due to Differing Site Conditions, within three (3) Days from the discovery date or prior to the alterations of the conditions, whichever is earlier.
(ii) If due to a Force Majeure Event, as soon as reasonably practicable under
the conditions, which shall be no longer than three (3) Days from the date Design-Builder discovers that the Force Majeure Event gives rise to a change, unless the conditions are such that notice within three (3) Days is
not possible or practicable.
(iii) If due to any other matter that may involve an adjustment to the GMP or Contract Time, within seven (7) Days from the earlier of the discovery date
of the matter or when the matter should have been discovered.
b. To be considered valid and complete, the notice of change or delay shall include a general statement of the circumstances giving rise to the notice of
change/delay and a reasonable order of magnitude estimate of the additional costs or time. If the circumstances give rise to both a cost adjustment and time extension, Design-Builder shall submit the notice of change and notice of delay concurrently.
3. Change Order Request.
a. Design-Builder shall submit a Change Order Request for any adjustment to a GMP or Contract Time. The Change Order Request shall be made prior to incurring any expense and within fifteen (15) Days from either Design-Builder’s
notice of change or delay or OC SAN’s written directive ordering the change. For any costs or information that cannot be determined at the time Design-Builder submits a Change Order Request, Design-Builder shall submit to OC SAN notice of the costs or information and all supporting documentation within fifteen (15) Days of when the costs or other information become subject to determination.
b. All Change Order Requests shall be dated, numbered sequentially, and shall describe the action or event which Design-Builder believes may require equitable adjustment. Design-Builder shall also provide a description of possible Design-Builder actions or solutions to minimize the cost of the Change Order Request; it shall provide a cost and schedule proposal for said Work based upon an estimate of the cost for the anticipated changed Work; and shall submit said price and time impact to OC SAN’s Representative whose approval shall be secured before Extra Work is started.
c. The Change Order Request shall include all of the following information (unless inapplicable to the change or delay):
(i) A detailed description of the circumstances giving rise to the request;
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(ii) A complete itemized cost proposal, including itemized pricing for Subcontractors;
(iii) Supporting documentation for all costs;
(iv) A time impact analysis showing the impact of the delay to the Critical Path of the Work;
(v) If any costs or information cannot be determined at the time of the Change Order Request, a rough order of magnitude of the Change Order costs and
the reason the costs or information cannot be determined at the time; and
(vi) Certification to the accuracy of the Change Order Request under penalty of perjury with the following language:
“I certify that (1) the Change Order Request is made in good faith, (2) I have reviewed all supporting documentation and data, which is included herewith, and it is accurate and complete, (3) I have determined from my
independent review of the Change Order Request that the same is meritorious, and that the amount and/or Contract Time requested accurately reflects the Contract adjustment for which I believe OC SAN is
liable; and (4) I am duly authorized to certify the Change Order Request on behalf of Design-Builder.”
d. The time impact analysis shall be in the Critical Path method format and shall show the sequencing of all critical and non-critical new activities and/or activity revisions affected by the delay, with logic ties to all affected existing activities noted on the schedule. OC SAN may demand, and Design-Builder shall provide, any additional information supporting the Change Order Request, including, but not limited to, native electronic format version of schedules and
time impact analyses. Design-Builder shall provide the requested additional information within fifteen (15) Days of the request.
4. OC SAN’s Final Decision on Change Order; Ordered Changes. If OC SAN denies
the Change Order Request or disagrees with the proposal submitted by Design-Builder, it will notify Design-Builder, and OC SAN will provide its opinion of the appropriate price or time extension. If no agreement can be reached, OC SAN
shall have the right, in its sole discretion, to order the Work performed, to the extent permitted by law, on a time and materials basis or to issue a unilateral Change Order setting forth OC SAN’s determination of the reasonable additions or savings in costs and time attributable to the extra or deleted work. OC SAN’s determination shall become final and binding if Design-Builder fails to submit a claim in writing in accordance with the General Conditions to OC SAN within fifteen (15) Days of
denying the Change Order Request, or for the issuance of a unilateral Change Order, disputing the terms of the unilateral Change Order and providing such supporting documentation for its position as OC SAN may reasonably require.
5. Design-Builder’s Waiver of Further Relief.
a. Design-Builder recognizes and acknowledges that timely submission of a formal written notice of change or delay and Change Order Request, whether
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or not the circumstances of the change may be known to OC SAN or available to OC SAN through other means, is not a mere formality but is of crucial importance to the ability of OC SAN to promptly identify, prioritize, evaluate, and mitigate the potential effects of changes. Any form of informal notice, whether verbal or written (including, without limitation, statements in requests for information, statements in submittals, statements at any job meeting or entries on monthly reports, daily logs, or job meeting minutes), that does not
strictly comply with the formal requirements of this Article, shall accordingly be insufficient.
b. DESIGN-BUILDER’S FAILURE TO PROVIDE A COMPLETE AND TIMELY NOTICE OF CHANGE OR DELAY, CHANGE ORDER REQUEST, NOTICE DISPUTING A UNILATERAL CHANGE ORDER, OR TO COMPLY WITH ANY OTHER REQUIREMENT OF THIS ARTICLE, SHALL CONSTITUTE A WAIVER BY DESIGN-BUILDER OF THE RIGHT TO A GMP ADJUSTMENT ON ACCOUNT OF SUCH CIRCUMSTANCES AND A WAIVER OF ANY RIGHT TO FURTHER RECOURSE OR RECOVERY BY REASON OF OR RELATED TO SUCH CHANGE BY MEANS OF THE CLAIMS DISPUTE RESOLUTION PROCESS OR BY ANY OTHER LEGAL PROCESS OTHERWISE PROVIDED FOR UNDER APPLICABLE LAWS.
C. Change Order Format. A Change Order signed by Design-Builder indicates Design-Builder's agreement therewith, including any adjustment in compensation or extension of time, and the full and final settlement of all costs (direct, indirect, and overhead) related to the Work authorized by the Change Order. OC SAN may designate the forms and methods to be used for notices, requests, and Change Orders. If so
designated, Design-Builder may only use such forms and methods. Design-Builder shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration, and/or actual acceleration beyond what is stated in the Change Order. No claims shall be allowed for impact, extended job site costs, extended overhead costs, constructive acceleration, and/or actual acceleration due to a multiplicity of changes and/or clarifications. Design-Builder may not change or
modify OC SAN’s Change Order form in an attempt to reserve additional rights.
D. Determining Adjustments to Compensation.
1. Pricing Generally. Design-Builder shall not be entitled to any compensation for Construction Work subject to a Change Order except as expressly set forth in this Article.
2. Unit Pricing. For the increasing or decreasing of Construction Work within a GMP
that is paid for on a unit price basis, the Extra Work shall be paid for according to the unit price established for such Construction Work and the GMP will be adjusted accordingly. An adjustment in compensation will be made for changes which require increases or decreases in the quantity of any unit price item in such a manner as to materially increase or decrease its unit cost, as determined by OC SAN, or which for any other reason cannot in the judgment of OC SAN be equitably paid for at the unit price. Design-Builder’s Fee shall not be applied to the unit price if the unit price includes such fees.
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3. Lump Sum Pricing. Compensation for lump sum Change Orders shall be limited to expenditures necessitated specifically by the Extra Work. A lump sum Change Order shall be determined on an Open Book Basis and by the same method as establishing a GMP. If the Extra Work is performed by a Subcontractor providing Subcontracted Construction Work, the Subcontractor’s pricing for a lump sum Change Order shall be determined on an Open Book Basis and by the same method for determining pricing from Design-Builder when establishing a GMP.
Subcontractors will be entitled to a markup for home office overhead and profit on Subcontractor’s Cost of Work in an amount not to exceed 10%.
4. T&M Pricing.
a. T&M Pricing Generally.
(i) OC SAN may direct Design-Builder to proceed with Extra Work with payment to be made on the basis of the actual verified Cost of Work in the
proper performance of the Extra Work, with Design-Builder’s Fee applied to the Cost of Work. Design-Builder will be entitled to any verified increased costs for insurance and bonds, which will not be subject to Design-Builder’s
Fee.
(ii) If the Extra Work is performed by Subcontractors, payment will be made on the basis of the actual verified Subcontractor’s Cost of Work in the proper performance of the Extra Work, with Design-Builder’s Fee applied to the Cost of Work. Subcontractors will be entitled to a markup for home office overhead and profit on Subcontractor’s Cost of Work in an amount not to exceed 10%. Design-Builder and Subcontractor will be entitled to any verified increased costs for insurance and bonds, which will not be
subject to Design-Builder’s Fee or Subcontractor’s markup for home office overhead and profit.
b. T&M Daily Sheets. Design-Builder must submit timesheets, materials invoices, records of equipment hours, and records of rental equipment hours to OC SAN’s for an approval signature each day that Construction Work is performed on a time-and-material basis. OC SAN’s Representative’s signature on time
sheets only serves as verification that the Construction Work was performed and is not indicative of OC SAN’s agreement to Design-Builder’s entitlement to the cost.
c. T&M Summary Sheet. Design-Builder shall submit a T&M summary sheet, which shall include total actual costs, within five (5) Days following completion of Extra Work on a time-and-material basis. Design-Builder’s total actual cost
shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and any other costs, along with documentation supporting the costs. Design-Builder’s failure to submit the T&M summary sheet within five (5) Days of completion of the Extra Work will result in Design-Builder’s waiver for any reimbursement of any costs associated with the Extra Work.
11.3 Procedure for Resolving Claims.
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A. Prerequisites. Design-Builder shall timely comply with any and all requirement of the Contract Documents pertaining to notices and requests for changes to a GMP or Contract Time, including, but not limited to, all requirements for a Change Order, as a prerequisite to filing any claim governed by this Article. The failure to timely submit a notice of delay or notice of change, or to timely request a change to the time for completion or Design-Builder’s compensation, or to timely provide any other notice or request required herein shall constitute a waiver of the right to further pursue the claim
under the Contract or at law.
B. Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial
supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes
on construction claims. The intent of this Article is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Article shall be construed to be consistent with all Applicable Law, including, but not limited to, these
statutes.
C. Claims.
1. For purposes of this Article, “Claim” means a separate demand by Design-Builder sent by registered mail or certified mail with return receipt requested for:
a. An adjustment to the Contract Time including, without limitation, for relief from damages or penalties for delay assessed by OC SAN;
b. Payment by OC SAN of money or damages arising from Services done by or on behalf of Design-Builder pursuant to the Contract, payment for which is not
otherwise expressly provided or to which Design-Builder is not otherwise entitled; or
c. An amount the payment of which is disputed by OC SAN.
2. A “Claim” does not include any demand for payment for which Design-Builder has failed to provide notice, submit a Change Order Request, or otherwise failed to follow any procedures contained in the Contract Documents.
D. Filing Claims. Claims governed by this Article may not be filed unless and until Design-Builder completes any and all requirements of the Contract Documents pertaining to notices and requests for changes to a GMP or Contract Time, and Design-Builder’s Change Order Request has been denied in whole or in part. Claims governed by this Article must be filed no later than twenty (20) Days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim, or prior to
Final Completion, whichever occurs first. The Claim shall be submitted in writing to OC SAN and shall include on its first page the following words in 16 point capital font: “THIS IS A CLAIM.” The Claim shall include all information and documents necessary to substantiate the Claim, including, but not limited to, those identified below. Nothing in this Article is intended to extend the time limit or supersede notice requirements otherwise provided by Contract Documents. Failure to follow such contractual
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requirements shall bar any Claims or subsequent proceedings for compensation or payment thereon.
E. Documentation. Design-Builder shall submit all Claims in the following format:
1. Summary description of Claim including basis of entitlement, merit, and amount of time or money requested, with specific reference to the Contract Documents provisions pursuant to which the Claim is made
2. List of documents relating to Claim:
a. Specifications
b. Plans
c. Clarifications (Requests for Information)
d. Schedules
e. Other
3. Chronology of events and correspondence
4. Narrative analysis of Claim merit
5. Analysis of Claim cost, including calculations and supporting documents
6. Time impact analysis in the form required by the Contract Documents or, if the
Contract Documents do not require a particular format, CPM format, if an adjustment of Contract Time is requested
F. OC SAN’s Response. Upon receipt of a Claim pursuant to this Article, OC SAN shall conduct a reasonable review of the Claim and, within a period not to exceed 45 Days, shall provide Design-Builder a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 Days after OC SAN issues its written statement.
1. If OC SAN needs approval from the Board of Directors to provide Design-Builder a written statement identifying the disputed portion and the undisputed portion of the Claim, and the Board of Directors does not meet within the 45 Days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, OC SAN shall have up to three (3) Days following the next duly publicly noticed meeting of the Board of Directors after
the 45-Day period, or extension, expires to provide Design-Builder a written statement identifying the disputed portion and the undisputed portion.
2. Within 30 Days of receipt of a Claim, OC SAN may request, in writing, additional documentation supporting the Claim or relating to defenses or claims OC SAN may have against Design-Builder. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement
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of OC SAN and Design-Builder. Design-Builder shall provide the requested documentation or information within 30 Days of the written request by OC SAN. OC SAN’s written response to the Claim, as further documented, shall be submitted to Design-Builder within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the further documentation, or within a period of time no greater than that taken by Design-Builder in producing the additional information or requested documentation, whichever is greater.
G. Meet and Confer. If Design-Builder disputes OC SAN’s written response, or OC SAN fails to respond within the time prescribed, Design-Builder may so notify OC SAN, in writing, either within 15 Days of receipt of OC SAN’s response or within 15 Days of
OC SAN’s failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, OC SAN shall schedule a meet and confer
conference within 30 Days for settlement of the dispute.
H. Mediation.
1. Within 10 business days following the conclusion of the meet and confer
conference, if the Claim or any portion of the Claim remains in dispute, OC SAN shall provide Design-Builder a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after OC SAN issues its written statement. Any disputed portion of the Claim, as identified by Design-Builder in writing, shall be submitted to nonbinding mediation, with OC SAN and Design-Builder sharing the associated costs equally. OC SAN and Design-Builder shall mutually agree to a mediator within 10 business days
after the disputed portion of the Claim has been identified in writing, unless the Parties agree to select a mediator at a later time.
2. If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral
mediator.
3. For purposes of this Article, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Article.
4. Unless otherwise agreed to by OC SAN and Design-Builder in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.
5. The mediation shall be held no earlier than the date Design-Builder completes the applicable GMP Work Package or the date that Design-Builder last performs Work
on the Project, whichever is earlier. All unresolved Claims shall be considered
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jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed.
I. Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, Design-Builder must file a Claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the California Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a Claim
must be filed shall be tolled from the time Design-Builder submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference.
J. Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less:
1. Within 60 Days, but no earlier than 30 Days, following the filing or responsive
pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with California Public Contract Code
section 9204 and the terms of the Contract. The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.
2. If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the California Code of Civil Procedure, notwithstanding Section 1114.11 of that
code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the California Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the California Code of Civil Procedure, (a) arbitrators shall, when possible, be experienced in construction law, and
(b) any Party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other Party.
K. Government Code Claim Procedures.
1. This Article does not apply to tort claims and nothing in this Article is intended nor shall be construed to change the time periods for filing tort claims or actions
specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the California Government Code.
2. In addition to any and all requirements of the Contract Documents pertaining to notices of and requests for adjustment to the Contract Time, GMP, or compensation or payment for Extra Work, disputed Work, construction claims, and/or changed conditions, Design-Builder must comply with the claim procedures
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set forth in California Government Code section 900, et seq. prior to filing any lawsuit against OC SAN.
3. Such California Government Code claims and any subsequent lawsuit based upon the California Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time or GMP for Extra Work, disputed Work, construction claims, and/or changed conditions have been followed by Design-Builder. If Design-Builder does not
comply with the California Government Code claim procedure or the prerequisite contractual requirements, Design-Builder may not file any action against OC SAN.
4. A Government Code claim must be filed no earlier than the date the Work is completed or the date Design-Builder last performs Work on the Project, whichever occurs first. A California Government Code claim shall be inclusive of all unresolved Claims known to Design-Builder or that should have been reasonably known to Design-Builder excepting only new unrelated Claims that arise after the California Government Code claim is submitted.
L. Non-Waiver. OC SAN’s failure to respond to a Claim from Design-Builder within the time periods described in this Article or to otherwise meet the time requirements of this Article shall result in the Claim being deemed rejected in its entirety, and shall not constitute a waiver of any rights under this Article.
M. Litigation. Any claims, disputes, or controversies between the Parties arising out of or related to the Contract, which have not been resolved in accordance with the procedures set forth herein shall be resolved in a court of competent jurisdiction.
N. Duty to Continue Performance. Unless provided to the contrary in the Contract
Documents, Design-Builder shall continue to perform Work, pending the final resolution of any dispute or disagreement between Design-Builder and OC SAN.
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ARTICLE 12 - MEASUREMENT; PAYMENT
12.1 Payment of Compensation for Phase 1 Services.
A. Phase 1 Fee. OC SAN shall pay Design-Builder the Phase 1 Fee in the manner and subject to the terms and conditions set forth in the Contract. Design-Builder agrees that the Phase 1 Fee, when earned, shall be Design-Builder’s entire compensation and reimbursement for the performance of Phase 1 Services, inclusive of all costs, expenses, and disbursements paid or incurred by Design-Builder, as well as all
overhead, administration, risk, and profit, subject to adjustment in the Contract Documents.
B. Invoicing.
1. Design-Builder shall submit a monthly itemized statement of Phase 1 Services charges and expenses to OC SAN. The itemized statement shall reflect the hours spent, or scope of work performed, by Design-Builder in performing its Phase 1
Services, and, if applicable, the statements shall reflect expenses and materials, and the hourly charges shall not exceed the rates set forth in the Contract Documents.
2. Design-Builder 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. Design-Builder shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to audit.
C. Payment. Payment for the Phase 1 Services shall be made for all undisputed amounts in monthly installment payments after Design-Builder submits an itemized statement to OC SAN for Phase 1 Services actually completed and after OC SAN’s written approval of Phase 1 Services, or the portion of the Phase 1 Services for which
payment is to be made. Payment shall not constitute acceptance of any Phase 1 Services completed by Design-Builder.
D. Payment Disputes. Nothing contained in the Contract shall require OC SAN to pay for any Phase 1 Services which are not performed in accordance with the terms and conditions of the Contract. If OC SAN disputes in good faith any payment request for Phase 1 Services, OC SAN shall pay all undisputed amounts when due but may
withhold payment of the disputed amount, and shall provide Design-Builder with a written objection indicating the amount being disputed and the reasons then known to OC SAN for the dispute. If Design-Builder is unable to reach agreement with OC SAN as to the payment dispute, Design-Builder may elect to initiate dispute resolution ladder procedures in accordance with Article 11.2 of these General Conditions.
12.2 Payment of Compensation for Phase 2 Work.
A. Payment. Based on applications for payment from Design-Builder in accordance with the requirements of Section 12.2 of these General Conditions, OC SAN will make monthly progress payments for the actual Work completed plus a like percentage of the value of the material suitably stored at the Site or approved storage yards under the control of OC SAN. Design-Builder warrants and guarantees that title to all Work, materials, and equipment covered by any application for payment, whether
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incorporated in the Project or not, will pass to OC SAN no later than the time of payment free and clear of all Liens.
B. Materials on Hand. Only those stored materials that will become an integral part of the final completed Work may be included in monthly progress payments. Cost of materials stored will be based on Supplier’s invoices. A complete list of invoices shall be presented to OC SAN’s Representative by the Design-Builder prior to completion of each estimate. Design-Builder must present to OC SAN’s Representative written
evidence substantiating that said purchase price has been paid in full.
C. Cash Flow Report. Each month, Design-Builder shall provide a cash flow report listing each actual payment and a projection of estimated payments for each remaining
month of the Contract period of performance. The total actual/projected amount will be equal to the total Phase 2 Price. The cash flow report shall be submitted as follows:
1. One paper copy showing the total amount paid and projected by month.
a. One electronic copy (Excel format) breaking down the total monthly paid and projected amounts into the Work categories as shown on the Schedule of Values.
D. Waiver and Releases. Each application for payment shall show each Subcontractor
and Supplier participating in the Work completed during the previous progress period and the dollar amount of such participation. If Design-Builder disputes a Subcontractor’s or Supplier’s entitlement to a portion of the previous progress payment, Design-Builder shall submit copies of all communications between the Design-Builder and the Subcontractor or Supplier explaining Design-Builder’s determination not to render payment to such Subcontractor or Supplier. Each progress payment application shall be accompanied by:
1. A conditional waiver and release upon progress payment pursuant to Civil Code
section 8132 for each Subcontractor and Supplier participating in the Work completed during the previous progress period which shall be in an amount no less than the dollar amount of such participation; and
2. A conditional waiver and release upon progress payment pursuant to Civil Code section 8132 on behalf of Design-Builder which shall be in an amount no less than the dollar amount of the total requested in the payment application.
3. Completed progress payment form, supplied by OC SAN, which includes a payment certification by the Design-Builder certifying that the Work for which payment is requested has been accomplished.
Design-Builder shall thereafter, within twenty (20) Days of receipt of the payment from OC SAN, complete an unconditional waiver and release upon progress payment pursuant to Civil Code section 8134 for each Subcontractor and Supplier participating in the Work completed during the previous progress period and an unconditional waiver and release upon progress payment pursuant to Civil Code section 8134 on behalf of Design-Builder in an amount no less than the amount received from OC SAN, and submit the same with Design-Builder’s subsequent application for payment.
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E. Certified Payroll. Design-Builder shall file a certified copy of any requested payroll records with the entity that requested such records within ten (10) Days of the date a written request for certified payroll records has been received. The following are guidelines that have been prepared to assist Design-Builder and OC SAN in meeting the requirements for certified payrolls records.
1. Design-Builder and each Subcontractor are to make available to OC SAN, upon request, weekly certified payrolls on California Department of Industrial Relations
Form A-1-131 (New 2-80) or shall contain the same information as Form A-1-131 (New 2-80). If requested by OC SAN, the certified payrolls must be submitted electronically on a compact disk (CD).
2. Each certified payroll shall include a signed and completed “Statement of Compliance”.
3. If it is found that certified payrolls are not in compliance with 1. and 2. above, the
processing of progress payments may be delayed.
F. Security for Money Withheld. Pursuant to Section 22300 of the California Public Contract Code, Design-Builder may request OC SAN to make retention payments
directly to an escrow agent or may substitute securities for any money withheld by OC SAN to ensure performance under the Contract. At the request and expense of Design-Builder, securities equivalent to the amount withheld shall be deposited with OC SAN or with a state or federally chartered bank as the escrow agent who shall return such securities to Design-Builder upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement substantially in the form provided in Section 22300 of the California Public Contract Code.
12.3 Application for Payment of Compensation for Phase 2 Work.
A. Cost Breakdown.
1. Design-Builder shall furnish on forms approved by OC SAN within ten (10) Days of the Notice to Proceed for Phase 2, a Schedule of Values allocating the entire GMP to the various portions of the Work and prepared in such a form and supported by such data to substantiate its accuracy as OC SAN’s Representative may require.
This Schedule of Values, unless objected to by OC SAN’s Representative, shall be used as a basis for reviewing Design-Builder’s applications for payment. Design-Builder shall submit the Schedule of Values prior to submitting its first application for payment, and OC SAN will not issue any payment until it receives and approves the Schedule of Values. The initial Schedule of Values shall be the one submitted and agreed to as part of the GMP Amendment, subject to revisions
when required by OC SAN.
2. The cost breakdown shall consist of breaking the Work into each major structure or process system with an itemized breakdown for each structure or process system as follows: dewatering, excavation, foundation material, backfill, concrete, reinforcing steel, underground piping, process equipment, mechanical equipment, piping and valves, electrical, instrumentation, miscellaneous building items and
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metals, and painting or other finishes. Cost breakdown is subject to OC SAN’s Representative’s review. Quantities must be included for each item.
3. If Design-Builder fails or refuses to comply with the requirements set forth in this section, Design-Builder shall not be deemed to have provided the required data and shall not be entitled to progress payments unless and until it has provided the required information and data set forth herein.
B. Application for Payment Submittal. OC SAN will not accept payment applications from
Design-Builder more frequently than once every four weeks. Design-Builder shall submit payment applications to OC SAN using OC SAN’s applicable Project Control Management System. The payment application shall include such supporting data as
OC SAN may request, which shall set forth in detail the value of the Work done for the period for which the payment request is prepared. Design-Builder shall include any amount earned for authorized Change Orders. Design-Builder shall certify under
penalty of perjury, that all cost breakdowns and periodic estimates accurately reflect the Construction Work performed pursuant to the Contract Documents.
C. Application for Payment Contents. Design-Builder shall submit with each application
for payment:
1. Clear reference to OC SAN’s Project or Contract number, as well as OC SAN’s Project title and project manager, to which the payment application applies;
2. Design-Builder’s payment application number, payment application date, as well as the Contract payment number the invoice represents; for example, Design-Builder’s submittal of its first payment application is payment number 1, its second payment application submittal is payment number 2, and so on. Any Design-Builder re-submittal/revision to a submitted payment application shall have a letter
suffix (a, b, c, etc.) added to the payment number, signifying the payment application revision; for example, Design-Builder’s first re-submittal of its first payment application shall be designated as payment for number “1a”;
3. An invoice that includes, without limitation, the total GMP, total of additive and deductive Change Orders, total retention, and total Phase 2 Price;
4. Clear reference to the payment schedule item(s) being invoiced and the appropriate
milestone description of activities and/or Work related to the billing;
5. The itemized and total amount being invoiced (in U.S. dollars), less the amount of all contractual retention and deductions applicable for the invoiced amount (in U.S. dollars), and the resulting total net payment due;
6. The time period during which the Work was performed and for which the payment application is submitted;
7. An updated Schedule of Values;
8. Clear reference to Design-Builder’s Taxpayer ID Number;
9. An updated Phase 2 CPM Schedule for the Work; and
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10. Conditional and unconditional release of liens from Design-Builder, Subcontractors, and Suppliers.
D. Wire Transfer. Design-Builder shall set-up a secured wire transfer account with OC SAN in advance of any payment applications in excess of One Million Dollars ($1,000,000). Payment applications in excess of this amount will not be processed for payment by OC SAN until a secured wire transfer account is set-up, verified, and approved by OC SAN.
E. Schedule of Values. Each application for payment shall be based on the most recent Schedule of Values submitted by Design-Builder in accordance with the Contract Documents. The Schedule of Values shall allocate the entire GMP among the various
portions of the Work. The Schedule of Values shall be prepared in such form and supported by such data to substantiate its accuracy as OC SAN may require. This schedule, unless objected to by OC SAN, shall be used as a basis for reviewing
Design-Builder's applications for payment. Applications for payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the application for payment. The percentage of completion shall be the
percentage of that portion of the Work which Design-Builder has actually completed.
F. Open Book Basis. Design-Builder acknowledges that the GMP is to be administered on an Open Book Basis relative to the costs of the Construction Work. The payment request shall be supported by such data substantiating Design-Builder’s right to payment as OC SAN may require, including, but not limited to, payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, Subcontractor payment requests submitted to Design-Builder, documentation supporting the Subcontractor’s payment requests, and any other evidence or documentation required
by OC SAN.
G. Review of Payment Request. Upon receipt, OC SAN’s Representative shall review the payment request to determine whether it is undisputed and suitable for payment. If the payment request is determined to be unsuitable for payment, it shall be returned to Design-Builder as soon as practicable but not later than seven (7) Days after receipt, accompanied by a document setting forth in writing the reasons why the payment
request is not proper. OC SAN will make the progress payment within 30 Days after the receipt of an undisputed and properly submitted payment request from Design-Builder, provided that a release of liens and claims has been received from Design-Builder pursuant to Civil Code section 8132. OC SAN shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment.
H. Retention. From the total thus computed, a deduction shall be made in the amount of five percent (5%) for retention, except where OC SAN has adopted a finding that the Work done under the Contract is substantially complex, and then the amount withheld as retention shall be the percentage specified in the Special Conditions. The amount computed, less the amount withheld for retention and any amounts withheld as set forth below, shall be the amount of Design-Builder’s payment request.
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I. Withholdings. OC SAN may withhold a sufficient amount or amounts of any payment or payments otherwise due to Design-Builder, as in its judgment may be necessary to cover:
1. Payments which may be past due and payable for just claims against Design-Builder or any Subcontractors for labor or materials furnished in and about the performance of Work on the Project under the Contract.
2. Defective Work not remedied.
3. Failure of Design-Builder to make proper payments to Subcontractors, Suppliers, or for labor.
4. Completion of the Work if there is a reasonable doubt that the Work can be
completed for balance then unpaid.
5. Damage to another contractor or a third party.
6. Amounts which may be due OC SAN for claims against Design-Builder.
a. Failure of Design-Builder to keep the As-Built Drawings up to date.
7. Failure to provide an updated CPM Schedule as required herein.
8. Site cleanup.
a. Failure to comply with Contract Documents.
9. Liquidated damages.
10. Legally permitted penalties.
OC SAN may apply such withheld amount or amounts to payment of such claims or obligations at its discretion except as required by Applicable Law. In so doing, OC SAN shall be deemed the agent of Design-Builder and any payment so made by OC SAN shall be considered as a payment made under contract by OC SAN to Design-Builder and OC SAN shall not be liable to Design-Builder for such payments made in good
faith. Such payments may be made without prior judicial determination of claim or obligations. OC SAN will render Design-Builder a proper accounting of such funds disbursed on behalf of Design-Builder.
J. Stop Payment Notices. OC SAN will, at its option and at any time, retain out of any amounts due Design-Builder, sums sufficient to cover claims plus twenty-five percent (25%) filed pursuant to Section 9350 et seq. of the Civil Code of the State of California.
Design-Builder shall pay to OC SAN, or OC SAN may deduct from any such payments made by OC SAN to the Design-Builder, all costs and expenses, including, but not limited to, administrative and legal expenses incurred by OC SAN in processing and/or defending against stop payment notices. Design-Builder will use OC SAN’s current forms for release of stop payment notices.
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12.4 Payments to Subcontractors.
A. Design-Builder shall develop and implement procedures for submittal of applications for progress payments to Design-Builder by Subcontractors in accordance with these General Conditions and the review, processing, and disbursement of progress payments to Subcontractors, along with associated forms and reporting systems. Design-Builder shall disburse progress payments due each Subcontractor within ten (10) Days of Design-Builder’s receipt of payment from OC SAN, except to the extent
that Design-Builder’s payment of such amount or any portion thereof is subject to withholdings for a stop payment notice, prevailing wage rate violations, or other withholdings of payment(s) due Subcontractors under the terms of the subcontracts or
by operation of law. Design-Builder shall indemnify OC SAN against any and all claims arising from or related to the failure of Design-Builder to comply with the prompt payment requirements under the Public Contract Code.
12.5 Final Payment.
A. Design-Builder shall, prior to Final Acceptance, prepare and submit an application for final payment to OC SAN. This should include a detailed Project accounting setting
forth all additive Change Orders approved by OC SAN, and, if applicable, all savings generated by Design-Builder during the Project. OC SAN shall, within a reasonable amount of time after receipt, review the Project accounting to determine its accuracy and reconcile any potential savings and approved and unapproved Change Orders to determine the final cost to complete Phase 2. If OC SAN determines that there are savings due to either Party, or if OC SAN determines that the GMP needs to be adjusted upward because of unapproved Change Orders, OC SAN may issue a unilateral additive or deductive Change Order (as applicable). Design-Builder’s
compliance with this Article is a material term of the Contract necessary for Final Acceptance of the Project, and Design-Builder acknowledges that OC SAN shall not be obligated to release retention until Design-Builder complies with this Article.
B. Unless Design-Builder advises OC SAN, in writing, prior to acceptance of the final five percent (5%) or the percentage specified in the Contract Documents where OC SAN has adopted a finding of completion, or the return of securities held as described herein, said acceptance shall operate as a release to OC SAN of all claims and all liability to Design-Builder for all things done or furnished in connection with the Work and for every act of negligence of OC SAN and for all other claims relating to or arising out of the Work. If Design-Builder advises OC SAN, in writing, prior to acceptance of final payment or return of the securities that there is a dispute regarding the amount due Design-Builder, OC SAN may pay the undisputed amount contingent upon Design-Builder furnishing a release of all undisputed claims against OC SAN with the disputed claims in stated amounts being specifically excluded by Design-Builder from the operation of the release. No payments, however, final or otherwise, shall operate to release Design-Builder or its Sureties from the faithful Performance Bond, Payment Bond, or from any other obligation under the Contract.
C. In case of termination of the Contract, any unpaid balance shall be and become the sole and absolute property of OC SAN to the extent necessary to repay OC SAN any excess in the cost of the Work above the GMP.
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D. If Design-Builder fails to complete the Work as specified in the Contract Documents and if the unpaid balance of the Phase 2 Price exceeds the direct and indirect costs of completing the Project, including, but not limited to, all costs generated to insure or bond the Work of substituted contractors or Subcontractors utilized to complete the Work, such excess shall be paid to Design-Builder. If such costs exceed the unpaid balance, Design-Builder shall pay the difference to OC SAN promptly upon demand. On failure of Design-Builder to pay, the Surety shall pay on demand by OC SAN. Any
portion of such difference not paid by Design-Builder or Surety within thirty (30) Days following the mailing of a demand for such costs by OC SAN shall earn interest at the maximum rate authorized by California law.
E. Final payment of the five percent (5%) retention shall be made no later than 60 Days after the date of Final Acceptance, unless otherwise required by law, provided that a release of liens and claims has been received from Design-Builder pursuant to Civil
Code section 8136 and the Contract. In the event of a dispute between OC SAN and Design-Builder, OC SAN may withhold from the final payment an amount not to exceed 150% of the disputed amount.
F. Within ten (10) Days from the time that all or any portion of the retention proceeds are received by Design-Builder, Design-Builder shall pay each of its Subcontractors from whom retention has been withheld each Subcontractor’s share of the retention received. However, if a retention payment received by Design-Builder is specifically designated for a particular Subcontractor, payment of the retention shall be made to the designated Subcontractor if the payment is consistent with the terms of the subcontract.
G. The making and acceptance of final payment will constitute a waiver of all claims by
Design-Builder against OC SAN other than those previously made in accordance with the requirements herein and expressly acknowledged by OC SAN in writing as still unsettled. Design-Builder further agrees that the payment of the final amount due,
under the Contract, and the adjustments and payments for any Work done in accordance with any alterations of the same, shall release OC SAN, the Board of Directors, and OC SAN’s Representative, and each of their directors, officers, employees, and agents, from any and all claims or liability on account of Work performed under the Contract or any alteration thereof.
12.6 Audit Access to Records.
A. Design-Builder shall maintain all books, records, documents, and other evidence directly pertinent to the performance of the Work under the Contract in accordance with generally accepted accounting principles and practices consistently applied, consistent with those principles set forth in Part 31 of Federal Acquisition Regulation, Contract Cost Principles and Procedures. Design-Builder shall also maintain all financial information and data used by Design-Builder in the preparation or support of any cost submissions required for the Contract, or any Change Order, claim, or other request for equitable adjustment, and a copy of the cost summary or information
submitted to OC SAN. OC SAN’s authorized representatives shall have access, upon twenty four (24) hours advanced, written notice at all times during normal business hours, to all such books, records, documents, financial information, and all other
evidence for the purpose of inspection, audit, and copying. Design-Builder shall, at no
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cost to OC SAN, provide proper facilities for such access, inspection, and copying purposes. In the event it is determined, by way of an audit or other means, that Design-Builder has been previously overpaid, OC SAN shall have the right to deduct any such overpayment from the Design-Builder’s next progress payment or the final payment, or the Design-Builder shall within 10 Days after receiving notice from OC SAN of any such overpayment reimburse OC SAN in an amount equal to the overpayment, plus any applicable interest to which OC SAN is entitled.
B. Design-Builder shall maintain cost accounting records, cost and pricing data, and any other accounting evidence sufficient to properly reflect all costs of whatever nature pertaining to what Design-Builder has incurred, claims to have incurred, or anticipates
it will incur in connection with the Work and any and all GMP Amendments, Change Orders, Change Order Requests, or Claims, including, but not limited to, costs of a GMP.
C. Design-Builder agrees this Article is applicable to the Contract and all GMP Amendments, Change Orders, claims, or other requests for equitable adjustments affecting the period of performance or price. Design-Builder agrees to include this
Article in all of the associated subcontracts and make these items applicable to all Subcontractors, at any Tier, in excess of $10,000.
D. Audits conducted under this Article shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or audit agency.
E. Design-Builder agrees to the disclosure of all information and reports resulting from access to records under this Article, to OC SAN and other affected agencies. Records under this Article shall be maintained and made available during the performance of
the Work under the Contract until three (3) years past final payment, and until final settlement of all disputes, claims, or litigation, whichever occurs later.
F. This right of access Article applies to all financial records pertaining to the Contract
and all Change Orders and GMP Amendments. In addition, this right of access applies to all records pertaining to all contracts, Change Orders, and GMP Amendments:
1. To the extent the records pertain directly to Contract performance;
2. If there is any indication that fraud, gross abuse, or corrupt practices may be involved; or
3. If Design-Builder’s performance under the Contract is terminated for default or convenience.
G. Access to records is not limited to the required retention periods. The authorized representatives of OC SAN shall have access to records at any reasonable time for as long as the records are maintained.
12.7 California False Claims Act.
A. Pursuant to the California False Claims Act (Government Code sections 12650-12655), if Design-Builder knowingly submits a false claim to OC SAN for compensation
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under the terms of the Contract, it may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Article shall also be binding on all Subcontractors.
B. Design-Builder or Subcontractor shall be deemed to have submitted a false claim when Design-Builder or Subcontractor: (1) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (2) 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; (3) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (4) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or
decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim.
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ARTICLE 13 - TERMINATION; SUSPENSION
13.1 Termination of Phase 1 Services.
A. Termination Without Cause.
1. OC SAN may, at any time, with or without reason, terminate the Contract during Phase 1 and compensate Design-Builder only for the Phase 1 Services satisfactorily rendered, even if not completed, to the date of termination. Written notice by OC SAN shall be sufficient to stop further performance of Phase 1
Services by Design-Builder. Notice shall be deemed given when received by Design-Builder or no later than ten (10) Days after the day the notice was mailed or provided by electronic telecommunication, whichever is sooner. Design-Builder
cannot terminate the Contract without cause.
2. All deliverables, including, without limitation, Construction Documents, Early Purchase Items, Work Product, drawings, documents, engineering, budget costs,
preliminary design, schedule, and data developed by Design-Builder or Subcontractors during the Phase 1 shall become the exclusive property of OC SAN and shall be provided to OC SAN within ten (10) Days of OC SAN’s notice of
termination to Design-Builder.
B. Termination for Cause by OC SAN.
1. OC SAN may terminate the Contract during the Phase 1 upon giving of written notice of intention to terminate for cause. Cause shall include, without limitation, the following:
a. Material violation of the Contract by Design-Builder;
b. Any act by Design-Builder exposing OC SAN to liability to others for personal injury or property damage; or
c. Design-Builder is adjudged to be bankrupt, Design-Builder makes a general assignment for the benefit of creditors, or a receiver is appointed on account of Design-Builder’s insolvency.
2. Written notice by OC SAN shall contain the reasons for such intention to terminate and unless within ten (10) Days after that notice the condition or violation shall cease, or satisfactory arrangements for the correction thereof be made, the
Contract shall upon the expiration of the ten (10) Days cease and terminate. In the event of this termination, OC SAN may secure Phase 1 Services from another contractor. If the expense, fees, and/or costs to OC SAN exceeds the cost of providing Phase 1 Services pursuant to the Contract, Design-Builder shall immediately pay the excess expense, fees, and/or costs to OC SAN upon the receipt of OC SAN’s notice of these expense, fees, and/or costs. The foregoing provisions are in addition to and not a limitation of any other rights or remedies available to OC SAN.
13.2 Suspension of Phase 1 Services by OC SAN.
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A. OC SAN may, for any reason through a written notice to Design-Builder, order Design-Builder to suspend performance of Phase 1 Services. Prior to any resumption of Phase 1 Services, at OC SAN’s direction, Design-Builder shall notify OC SAN of any additional costs Design-Builder believes it is entitled to within thirty (30) Days of its receipt of the request to resume suspended Phase 1 Services, or such claim shall conclusively be deemed to have been waived. OC SAN shall not be liable for any additional costs, damages, or anticipated profits incurred by Design-Builder or its
Subcontractors and the Phase 1 Fee shall not be increased during the period of suspension, except the actual costs incurred by Design-Builder for reasonable and unavoidable costs of suspending Phase 1 Services. If Design-Builder establishes that
the suspension of Phase 1 Services had a material and adverse effect on Design-Builder’s costs for the performance of Phase 1 Services, Design-Builder shall be entitled to cost relief, as appropriate and determined by OC SAN acting reasonably
and subject to Design-Builder’s duty to mitigate damages.
13.3 Suspension of Phase 2 Work by OC SAN.
A. OC SAN, in its sole and absolute discretion, may, at any time, with or without cause,
suspend performance of all or any part of the by giving not less than five (5) Days written notice to Design-Builder unless the circumstances dictate a shorter timeframe such as in an emergency or unsuitable weather. Such notice of suspension of Work will designate the amount and type of labor, material, and equipment to be committed to the Project during the period of suspension. Design-Builder shall use its best efforts to utilize its labor, material, and equipment in such a manner as to minimize costs and/or Project schedule impacts associated with suspension.
B. Upon receipt of any such notice, Design-Builder shall, unless the notice requires
otherwise: (1) immediately discontinue Work on the date and to the extent specified in the notice; (2) place no further orders or subcontracts for material, services, equipment, or facilities with respect to suspended Work other than to the extent
required in the notice; (3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to OC SAN of all orders, subcontracts, and rental agreements to the extent they relate to performance of Work suspended; and (4) continue to protect and maintain the Project including those portions on which Work has been suspended.
C. OC SAN shall not be liable for any additional costs, damages, or anticipated profits incurred by Design-Builder or its Subcontractors and the GMP shall not be increased during the period of suspension, except the actual costs incurred by Design-Builder, for (1) the purpose of safeguarding the Project and material and equipment in transit or at the Site during the period of suspension, (2) Design-Builder’s or its Subcontractor’s rented equipment which must be maintained at the Site and to the extent costs cannot be mitigated by Design-Builder, or (3) other reasonable and unavoidable costs of shutting down the Project, or restarting the suspended Work. Design-Builder shall be granted an extension of the Contract Time equal to the number of days performance of Work are suspended; provided, however, that no actual costs
or extension of Contract Time shall be granted if the suspension results from Design-Builder's non-compliance with the requirements of the Contract.
D. The suspended Work shall be resumed when ordered in writing by OC SAN.
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13.4 Termination of Phase 2 Work for Cause by OC SAN.
A. If Design-Builder refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its completion within the time specified herein, or any authorized extension thereof, or fails to perform the Work in a manner required by the Contract Documents and/or industry standards, or fails to complete such Work within such time as required under the Contract Documents or, if Design-Builder should be adjudged as bankrupt, or is otherwise deemed insolvent by OC SAN based
on good cause and is unable to proceed with the Work, or if Design-Builder should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if Design-Builder files a petition to take
advantage of any debtor’s act, or should any Subcontractor violate any of the provisions of the Contract, or if Design-Builder should persistently or repeatedly refuse or fail, except in cases for which an authorized extension of time is provided, to supply
enough properly skilled workers or proper materials to complete the Work in the time specified, or if Design-Builder should fail to make prompt payment to Subcontractors for material or labor, or if Design-Builder should persistently disregard laws, or
instructions given by OC SAN, or if Design-Builder otherwise substantially fails to fulfill its obligations under the Contract Documents, OC SAN may, without prejudice to any other right or remedy, serve written notice upon Design-Builder and Sureties of OC SAN’s intention to terminate Design-Builder’s performance under the Contract. Said notice shall contain the reasons for such intention to terminate Design-Builder’s performance under the Contract, and, unless, within ten (10) Days after the service of such notice, such violations cease and/or satisfactory arrangements for the corrections thereof have been made, OC SAN may terminate Design-Builder’s performance under
the Contract and Design-Builder shall not be entitled to receive any further payment until the Work is finished.
B. In the event of any such termination, OC SAN shall serve written notice thereof upon
the Surety and Design-Builder, and the Surety shall have the right to take over and perform the Contract. However, if the Surety, within five (5) Days after the service of a notice of termination, does not give OC SAN written notice of its intention to take over and perform the Contract, and if it serves such notice of its intent to take over and perform the Contract and does not begin performance thereof within fifteen (15) Days from the date of serving said notice, OC SAN may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable for the account and at the expense of Design-Builder, and the Sureties and/or Design-Builder shall be liable to OC SAN for any excess cost or other damage incurred by OC SAN thereby. In such an event, OC SAN may, without liability for so doing, take possession of and utilize such materials, tools, equipment, supplies, and other property belonging to Design-Builder and/or assume assignment of any and all subcontracts for Subcontractors and/or Suppliers that may be on the Site and be necessary to complete the Work. For any portion of such Work that OC SAN elects to
complete by furnishing its own employees, materials, tools, and equipment, OC SAN shall be compensated in accordance with the schedule of compensation for force account work as stated in the General Conditions.
C. If the Surety assumes Design-Builder’s terminated Work, it shall take Design-Builder’s place in all respects for that part and shall be paid by OC SAN for all Work performed by it in accordance with the terms of the Contract Documents. If the Surety assumes
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the entire Contract, all money due Design-Builder at the time of its default shall be payable to the Surety as the Work progresses, subject to the terms of the Contract.
D. Design-Builder hereby consents to assigning to OC SAN and/or OC SAN’s replacement contractor all subcontracts and other agreements of any and all Subcontractors and/or Suppliers that may be on the worksite and/or may be necessary to complete the Work in the event of Termination for Default or Termination for Convenience, as set forth below. Design-Builder agrees to obtain, by way of a
subcontract provision, the consent of each and every Subcontractor and/or Supplier for such assignment prior to the commencement of each such Subcontractor’s and/or Supplier’s Work on the Project.
E. In the event of such termination, Design-Builder will be paid the actual amount due based on the quantity of Work completed at the time of termination, less damages caused to OC SAN by acts of Design-Builder causing the termination, including, but
not limited to, cost to complete the Work, all costs to OC SAN arising from professional services and attorneys' fees, reasonable overhead, profit, and all costs generated to insure or bond the Work of substituted contractors or subcontractors utilized to
complete the Work, such excess shall be paid to the Design-Builder. If such costs exceed the unpaid balance, Design-Builder shall pay the difference to OC SAN promptly upon demand. On failure of Design-Builder to pay, the Surety shall pay on demand by OC SAN. Any portion of such difference not paid by Design-Builder or Surety within thirty (30) Days following the mailing of a demand for such costs shall earn interest at the maximum rate authorized by California law. This payment obligation shall survive completion of the Project and termination or expiration of the Contract.
F. Design-Builder and OC SAN agree that nothing in this Article is intended to be or is a prevailing party clause as it pertains to attorney’s fees.
G. The foregoing provisions are in addition to and not in limitation of any other rights or
remedies under law or in equity available to OC SAN.
H. If it is later determined by OC SAN that Design-Builder had an excusable reason for not performing, such as a fire, flood, or other event which was not the fault of or was beyond the control of Design-Builder, OC SAN, after setting up a new performance schedule, may allow Design-Builder to continue Work, or treat the termination as a termination for convenience, and the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of OC SAN.
13.5 Termination of Phase 2 Work for Convenience by OC SAN.
A. OC SAN may terminate Design-Builder’s performance of Work under the Contract, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when OC SAN is prevented from proceeding with the Contract by Act of God, by law, or by official action of a public authority, or upon a determination that such termination is in the best interest and convenience of OC SAN, or whenever OC SAN is prohibited from
completing the Work for any reason. OC SAN shall provide no less than ten (10) Days
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written notice of its intent to terminate the Contract for convenience, and shall provide Design-Builder with consultation with OC SAN prior to termination.
B. Upon receipt of such written notice of termination, Design-Builder shall:
1. Stop Work as specified in the written notice;
2. Terminate all orders and Subcontractors, except as necessary to complete Work which is not terminated;
3. If directed in writing by OC SAN to do so, assign all right, title, and interest in
subcontracts and materials in progress, in which case OC SAN will have the right, at its discretion, to settle or pay any or all claims arising out of the termination of such Subcontractors, but in no event shall recovery by any Subcontractor or
Design-Builder include lost profits for uncompleted portions of Work;
4. Deliver or otherwise make available to OC SAN all Construction Documents, Plans, Specifications, Work Product, and such other information and material as may
have been accumulated by Design-Builder in performing the Contract whether completed or in process;
5. Settle outstanding liabilities and claims with the approval of OC SAN;
6. Complete performance of such part of the Work as has not been terminated; and
7. Take such other actions as may be necessary, or as may be directed by OC SAN, for the protection and preservation of the Project and/or property related to the Contract.
C. Upon receipt of OC SAN’s written notice of termination for convenience, and within a period of thirty (30) to sixty (60) Days, as determined by OC SAN’s Representative at the time of termination, Design-Builder shall submit to OC SAN’s Representative a Termination Proposal which shall include, but is not limited to, Design-Builder’s
estimated costs to be incurred by Design-Builder as a result of the termination for convenience, and as allowed by the Contract Documents, including all documentation to support such costs; the status of the Work at time of termination; the status of
termination of Design-Builder’s Subcontractor(s) and Supplier(s) agreement(s), including the amount of each said agreement, amount paid under each agreement up to the date of termination, and the amount that currently remains due and owing under each agreement for Work completed as of the date of termination, if any; a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by OC SAN’s Representative; and any other information and/or documentation as required by OC SAN.
D. Upon receipt of OC SAN’s written notice of termination for convenience, Design-Builder shall submit to OC SAN's Representative a request for final payment, pursuant to the requirements set forth in the Contract Documents. Such request shall be submitted promptly, but no later than sixty (60) Days from the effective date of termination.
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E. The final payment to Design-Builder after termination for convenience shall be limited to amounts due and owing under the Contract at time of termination, including the following:
1. Any actual costs incurred by the Design-Builder for restocking charges;
2. The agreed upon price of protecting the Work in any manner, if any, as directed by OC SAN;
3. The cost of settling and paying claims arising out of the termination of the Work
under subcontract agreements or orders with OC SAN’s approval, as specified above, exclusive of the amounts paid or payable on account of goods delivered or Work furnished by Subcontractor prior to the effective date of the termination; and
a. The Phase 2 Price allocable to the portion of the Work properly performed, even if not completed, or goods supplied by Design-Builder as of the date of termination, as determined in accordance with the Contract Documents, reduced by any sums
previously paid to Design-Builder.
F. OC SAN shall have the right to withhold, among other things, any portion or the whole of the final payment under this provision in the event there are any outstanding claims
for compensation asserted by OC SAN against Design-Builder, or by any third party against OC SAN which arises out of Design-Builder’s Work.
G. Design-Builder shall be entitled to receive only the amounts payable under this Article, and Design-Builder specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The provisions in this Article are in addition to and not in limitation of any other rights or remedies available to OC SAN.
H. Termination of the Contract shall not relieve Surety of its obligation for any just claims
arising out of or relating to the Work performed.
I. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, OC
SAN may immediately order Design-Builder to cease Work on the Project until such safety or liability issues are addressed to the satisfaction of OC SAN or the Contract is terminated.
J. If OC SAN terminates Design-Builder for cause, and it is later determined that the termination was wrongful, such default termination shall automatically be converted to and treated as a termination for convenience. In such event, Design-Builder shall be entitled to receive only the amounts payable under this Article, and Design-Builder specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits.
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ARTICLE 14 - MISCELLANEOUS CONTRACT PROVISIONS
14.1 Governing Law.
A. The Contract Documents have been negotiated between OC SAN and Design-Builder and shall be subject to and interpreted under the laws of the State of California.
B. By entering into the Contract, the Design-Builder consents and submits to the jurisdiction of the Courts of the State of California, County of Orange, over any action at law, suit in equity, and/or other proceeding that may arise out of the Contract
Documents.
14.2 Notice.
A. Any notice required or given under the Contract shall be in writing, be dated and signed
by the party giving such notice or its duly authorized representative, and be served as follows:
1. If to OC SAN, by personal delivery or by deposit in the United States mail, or by
electronic telecommunication.
2. If to Design-Builder, by personal delivery to Design-Builder or to its authorized representative at the worksite or by deposit in the United States mail, or by
electronic telecommunication.
3. If to the Surety or any other person, by personal delivery to the Surety or other person or by deposit in the United States mail or by electronic telecommunication.
B. All mailed notices shall be in sealed envelopes; shall be sent by certified mail with postage prepaid, return receipt requested; shall be addressed to the addresses and addressees contained in the Contract Documents, or such substitute addresses which a party designates in writing; and shall be served as set forth herein.
C. All electronic telecommunication, to be effective, shall have a date and time receipt
acknowledgment, and shall be clearly identified as a contractual notice under this, and any other applicable, provision of the Contract.
14.3 Partial Invalidity.
A. In the event any article, section, paragraph, sentence, clause, or phrase (collectively referred to hereinafter as “Contract Elements” or singularly as “Contract Element”) contained in the Contract Documents shall be determined, declared, or adjudged
invalid, illegal, unconstitutional, or otherwise unenforceable, such determination, declaration, or adjudication shall in no manner affect the other Contract Elements, which shall remain in full force and effect as if the Contract Element declared, determined, or adjudged invalid, illegal, unconstitutional, or otherwise unenforceable, was not originally contained in the Contract Documents.
14.4 Waiver of Rights.
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A. Except as otherwise specifically provided in the Contract Documents, no action or failure to act by OC SAN, OC SAN's Representative, or Design-Builder shall constitute a waiver of any right or duty afforded any of them under the Contract Documents, nor shall any such actions or failure to act constitute an approval of or acquiescence in any breach thereunder.
14.5 Separate Contracts.
A. Design-Builder understands that this is not an exclusive contract and that OC SAN
shall have the right to negotiate with and enter into separate contracts with others providing the same or similar services as those provided by Design-Builder as OC SAN desires.
14.6 Notice of Third Party Claims.
A. Pursuant to Public Contract Code section 9201, OC SAN shall provide Design-Builder with timely notification of the receipt of any third-party claims relating to the Contract.
OC SAN is entitled to recover reasonable costs incurred in providing such notification.
14.7 Cumulative Remedies.
A. The duties and obligations imposed by these General Conditions and the rights and
remedies available hereunder to the Parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Applicable Laws, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Article will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply.
14.8 Survival of Obligations.
A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment,
completion, and acceptance of the Project or termination or completion of the Contract or termination of the services of Design-Builder.
14.9 Prohibited Interests.
A. No OC SAN official or representative who is authorized in such capacity and on behalf of OC SAN to negotiate, supervise, make, accept, or approve, or to take part in negotiating, supervising, making, accepting, or approving any engineering, inspection, construction, or material supply contract or any subcontract in connection with construction of the Project, shall be or become directly or indirectly interested financially in the Contract. Design-Builder warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining the Contract.
14.10 Headings.
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A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions.
14.11 State License Board Notice.
A. Contractors are required by law to be licensed and regulated by Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to
structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, the Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.
14.12 Change In Name Or Nature of Design-Builder’s Legal Entity.
A. Should a change be contemplated in the name or nature of Design-Builder’s legal entity, Design-Builder shall first notify OC SAN in order that proper steps may be taken
to have the change reflected in the Contract Documents and all related documents. No change of Design-Builder’s name or nature will affect OC SAN’s rights under the Contract Documents, including but not limited to the bonds and insurance.
14.13 Other Legal Provisions.
A. Notices. Design-Builder shall give all notices and comply with Applicable Laws bearing on conduct of Work as indicated and specified by their terms. References to specific laws, rules, or regulations in the Contract or these General Conditions are for reference purposes only, and shall not limit or affect the applicability of provisions not specifically mentioned. If Design-Builder observes that Design Documents are at variance therewith, Design-Builder shall promptly notify OC SAN, in writing, and any necessary changes shall be made as provided for in the Contract or these General Conditions for
changes in Work. If Design-Builder performs any Work knowing it to be contrary to such laws, ordinances, rules, and regulations, and without such notice to OC SAN, Design-Builder shall bear all costs arising therefrom.
B. ADA. Design-Builder shall be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. section 12101 et seq.). The Work shall be performed in compliance with ADA laws, rules, and regulations. Design-Builder shall
comply with the Historic Building Code, including, but not limited to, as it relates to the ADA, whenever applicable.
C. Mined Material. Design-Builder acknowledges and understands that, pursuant to Public Contract Code section 20676, sellers of "mined material" must be on an approved list of sellers published pursuant to Public Resources Code section 2717(b) in order to supply mined material for the Contract.
D. Other Laws. All provisions of law required to be inserted in the Contract or Contract Documents pursuant to any Applicable Laws shall be and are inserted herein. If through mistake, neglect, oversight, or otherwise, any such provision is not herein inserted or inserted in improper form, upon the application of either Party, the Contract or Contract Documents shall be changed by OC SAN, at no increase in the GMP or
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extension of Contract Time, so as to strictly comply with the Applicable Laws and without prejudice to the rights of either Party hereunder.
END OF GENERAL CONDITIONS
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A 2
ATTACHMENT 2 PHASE 1 SCOPE OF SERVICES [TO BE INCORPORATED AFTER CONTRACT AWARD]
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A 3
ATTACHMENT 3 SPECIAL CONDITIONS ARTICLE 1 - – DEFINITIONS (NOT USED) ....................................................................... A 3-3
ARTICLE 2 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE ........................ A 3-4
2.1 Special Third-Party Agreements and Requirements. (NOT USED) ......... A 3-4
2.2 SAWPA Grant and Labor Compliance Program. (NOT USED) ................ A 3-4
ARTICLE 3 - EXECUTION OF CONTRACT; INSURANCE, BONDS, INDEMNIFICATION ................................................................................................ A 3-5
3.1 Third Party Insurance Requirements. (NOT USED) ................................. A 3-5
ARTICLE 4 - CONTROL OF THE WORK ........................................................................... A 3-6
4.1 Staffing of Project. ..................................................................................... A 3-6
4.2 Design-Builder’s Safety Manager Requirement. ...................................... A 3-7
ARTICLE 5 - SCOPE OF WORK (NOT USED) .................................................................. A 3-8
ARTICLE 6 - LEGAL RELATIONS AND RESPONSIBILITIES .......................................... A 3-9
Safety Awareness Program Incentives. (NOT USED) .............................. A 3-9
ARTICLE 7 - COST OF CONSTRUCTION WORK ........................................................... A 3-10
7.1 Design-Builder’s Fee. .............................................................................. A 3-10
7.2 Construction Work Performed by Design-Builder. ................................ A 3-10
7.3 Self-Performed Construction Work. ....................................................... A 3-10
7.4 Subcontracted Construction Work. ........................................................ A 3-10
7.5 Shared Cost Savings. .............................................................................. A 3-10
ARTICLE 8 - PROSECUTION OF THE WORK ................................................................ A 3-12
8.1 Night Time and Sunday Construction. ................................................... A 3-12
ARTICLE 9 - PROJECT SITE (NOT USED) ..................................................................... A 3-13
9.1 Temporary Parcel and Easement Availability. (NOT USED) ................. A 3-13
9.2 Design-Builder’s Storage and Staging Area. ......................................... A 3-13
9.3 Project Site Access. ................................................................................. A 3-13
ARTICLE 10 - CONTRACT TIME; SCHEDULE ............................................................... A 3-14
10.1 Liquidated Damages. ............................................................................... A 3-14
10.2 Bonus Payment. (NOT USED) ................................................................. A 3-14
10.3 Delays Caused by Inclement Weather. ................................................... A 3-14
10.4 Reverse Liquidated Damages. (NOT USED) ........................................... A 3-14
ARTICLE 11 - CHANGE IN CONTRACT PRICE, TIME ................................................... A 3-15
11.1 Partnering. ................................................................................................ A 3-15
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ARTICLE 12 - MEASUREMENT; PAYMENT (NOT USED) .............................................. A 3-16
ARTICLE 13 - TERMINATION; SUSPENSION (NOT USED) ........................................... A 3-17
ARTICLE 14 - MISCELLANEOUS CONTRACT PROVISIONS (NOT USED) .................. A 3-18
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ARTICLE 1 -– DEFINITIONS (NOT USED)
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ARTICLE 2 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE
2.1 Special Third-Party Agreements and Requirements. (NOT USED)
2.2 SAWPA Grant and Labor Compliance Program. (NOT USED)
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ARTICLE 3 - EXECUTION OF CONTRACT; INSURANCE, BONDS, INDEMNIFICATION
3.1 Third Party Insurance Requirements. (NOT USED)
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ARTICLE 4 - CONTROL OF THE WORK
4.1 Staffing of Project.
A. Design-Builder’s Representative.
1. Design-Builder hereby designates [INSERT NAME], or his or her designee, to act as Design-Builder’s Representative. Design-Builder’s Representative shall have full authority to represent and act on behalf of Design-Builder for all purposes under the Contract. Design-Builder’s Representative shall supervise and direct all Work
on the Project, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Work pursuant to the Contract.
Design-Builder may designate new and/or different individuals to act as Design-Builder’s Representative from time to time upon written notice to OC SAN and the express written consent of OC SAN, which such consent may be withheld by OC
SAN. If, for whatever reason, Design-Builder’s Representative is replaced and this section is not revised, or no such representative is designated, Design-Builder’s Representative shall be read as applying to Design-Builder.
B. OC SAN’s Representative.
1. OC SAN hereby designates [INSERT NAME] or his or her designee, as the person to act as OC SAN’s Representative. OC SAN’s Representative shall be authorized to act as liaison between OC SAN and Design-Builder in the administration of the Contract and all Work on the Project. OC SAN’s Representative shall have the power to act on behalf of OC SAN for all purposes under the Contract. OC SAN may designate new and/or different individuals to act as OC SAN’s Representative from time to time upon written notice to Design-Builder. If, for whatever reason,
OC SAN’s Representative is replaced and this section is not revised, or no such representative is designated, OC SAN’s Representative shall be read as applying to OC SAN.
C. Designated Key Personnel.
1. Design-Builder has been selected to complete the Project in part because of the experience, expertise, training, education, and skill of key individuals. The Key
Personnel shall perform the roles and responsibilities of the applicable title. The following individuals are Design-Builder’s Key Personnel, none of whom can be replaced unless previously approved by OC SAN as provided herein:
Key Personnel Role Key Personnel Name
Project Executive ____________
Project Manager ____________
Design Manager ____________
Superintendent ____________
Cost Estimator ____________
____________ ____________
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____________ ____________
____________ ____________
____________ ____________
D. Removal of Key Personnel.
1. Design-Builder acknowledges the quality and qualifications of the Key Personnel were important and material factors in OC SAN’s selection of Design-Builder for the Project. Design-Builder and OC SAN agree that the services of the Key
Personnel are a material term of the Contract Documents. Design-Builder will not remove any of its Key Personnel from their respective role on the Project without the express prior written consent of OC SAN. If, for any reason except for death, disability, or voluntary departure by person from employment, an individual identified as Key Personnel ceases to perform the duties of a Key Personnel, OC SAN may terminate the Contract for material breach by Design-Builder.
E. Replacing Key Personnel.
1. Any Key Personnel change shall be proposed to OC SAN with reasonable advance notice for its review and approval. Upon written notice by OC SAN to Design-Builder, Design-Builder shall replace Key Personnel within sixty (60) Days if Key Personnel fails to perform to the sole satisfaction of OC SAN. Any replacement of
Key Personnel shall meet the qualifications in the RFP for the applicable role and OC SAN shall have the sole discretion to determine whether the Key Personnel replacement is qualified. If the Key Personnel replacement is not qualified, as
determined in the sole discretion of OC SAN, Design-Builder shall propose a new Key Personnel replacement to OC SAN. Design-Builder shall be responsible for any and all costs related to replacing any Key Personnel, including any costs to
acquaint themselves with the Project. Key Personnel for any Key Subcontractor are subject to all conditions in these Contract Documents.
4.2 Design-Builder’s Safety Manager Requirement.
A. Design-Builder shall assign a Contractor Safety Manager (CSM) to the Project and Design-Builder and the CSM shall comply with the CSM requirements specified in the Contractor Safety Standards.
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ARTICLE 5 - SCOPE OF WORK (NOT USED)
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ARTICLE 6 - LEGAL RELATIONS AND RESPONSIBILITIES
6.1 Safety Awareness Program Incentives. (NOT USED)
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ARTICLE 7 - COST OF CONSTRUCTION WORK
7.1 Design-Builder’s Fee.
A. Design-Builder’s Fee. Design-Builder’s Fee shall be [INSERT AMOUNT].
7.2 Construction Work Performed by Design-Builder.
B. Self-Perform Amount. Design-Builder shall perform Construction Work on the Project accounting to at least [INSERT PERCENTAGE AMOUNT] percent of the GMP, but not more than [INSERT PERCENTAGE AMOUNT] percent of the GMP.
7.3 Self-Performed Construction Work.
A. Independent Cost Estimate Percentage. Article 7.5(B)(4) shall be replaced with the following:
“If Design-Builder’s pricing is within [INSERT PERCENTAGE AMOUNT] percent of OC SAN’s independent cost estimate, Design-Builder will be allowed to perform the Self-Performed Construction Work.”
7.4 Subcontracted Construction Work.
A. Non-Competitive Subcontracted Procurement. Article 7.7(C)(1) shall be replaced with the following:
“1. Design-Builder may procure Subcontractors without following the above competitive procurement procedures only if:
a. The Phase 2 Price is less than [INSERT AMOUNT]; or
b. If the Phase 2 Price is equal to or greater than [INSERT AMOUNT], the Subcontracted Construction Work is equal to or less than one-half of one percent (0.5%) of the Phase 2 Price.”
7.5 Shared Cost Savings.
A. If the final accounting of the GMP is less than the GMP as set forth in the GMP
Amendment, including all adjustments to the GMP in accordance with the Contract Documents, the difference shall be considered “savings” and shall be shared as follows: fifty percent (50%) to Design-Builder and fifty percent (50%) to OC SAN.
7.6 Escalation.
A. During Phase 1, Design-Builder shall identify materials and/or equipment incorporated into the Project that may be subject to significant price escalation
during the Project and provide ways, such as Early Purchase Items, to mitigate such escalation. If Design-Builder identifies certain materials and/or equipment required for the Project that may be subject to significant price escalation during the Work, Design-Builder may request a material escalation clause in a GMP. OC SAN will evaluate whether or not a material escalation clause is appropriate for a
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GMP by evaluating such things as the Contract Time for the Work, whether the market for the materials and/or equipment is historically volatile and subject to sudden price increases, and OC SAN’s tolerance for taking on escalation risk for the identified materials and/or equipment. If OC SAN decides, in its sole discretion, that a material price escalation provision is appropriate for the Project, OC SAN and Design-Builder will negotiate such a provision as part of the GMP. The material price escalation provision will include certain conditions that Design-Builder would
have to demonstrate to receive escalation costs from OC SAN.
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ARTICLE 8 - PROSECUTION OF THE WORK
8.1 Night Time and Sunday Construction.
A. In the event if Night Time and Sunday Construction is necessary, Design Builder must obtain Night Time and Sunday Construction variance. Design-Builder shall schedule and perform night-time and Sunday Work within the guidelines and under the requirements of this variance. Point of Delivery. OC SAN, Plant 2 located at 22212 Brookhurst Street, Huntington Beach, CA 92646
A. The goods to be furnished by Design-Builder under the Contract shall be delivered to OC SAN at the following location(s): 22212 Brookhurst Street, Huntington Beach, CA 92646 .
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ARTICLE 9 - PROJECT SITE (NOT USED)
9.1 Temporary Parcel and Easement Availability. (NOT USED)
9.2 Design-Builder’s Storage and Staging Area.
Design-Builder to provide its own staging area.
9.3 Project Site Access.
For treatment Work within the facilities, specify the entrance gate, parking requirements,
and travel routes to be used by Design-Builder, and indicate these on the construction Plans. Specify that Design-Builder is responsible for hiring OC SAN’s security firm, _________________________, to provide security guards for the gates each day during
the period of construction. Coordinate with OC SAN staff to determine appropriate guard staffing requirements (example 6:00 AM to 6:00 PM) for each particular project.
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ARTICLE 10 - CONTRACT TIME; SCHEDULE
10.1 Liquidated Damages.
A. In accordance with Section 10.3 of the General Conditions, the Parties agree that Design-Builder will pay to OC SAN the sum of $1,400 per day, as Liquidated Damages, and not as a penalty, for each and every calendar day beyond the Guaranteed Completion Date that Substantial Completion has not been achieved for the Project or update of the CPM Schedule as required by the General
Requirements is so delayed.
B. In accordance with Section 10.3 of the General Conditions, the Parties agree that Design-Builder will pay to OC SAN the sum of $1,000 per day, as Liquidated
Damages, and not as a penalty, for each and every calendar day beyond the Milestone Date that Final Completion has not been achieved for the Project. Liquidated damages due to delays in achieving a Milestone Date will not be
credited toward liquidated damages due to delays in achieving subsequent milestones, deadlines or the Guaranteed Completion Date.
10.2 Bonus Payment. (NOT USED)
10.3 Delays Caused by Inclement Weather.
A. For purposes of granting time extensions pursuant to Section 10.2 of the General Conditions resulting from rain more severe than normal which was not foreseeable, Design-Builder and OC SAN agree that the impact of normal rainfall for which Design-Builder is not entitled to a time extension is defined by the number of expected work days of delay (based on a five (5) day work week) caused by normal rainfall. The Contract Time established in the GMP will include inclement weather days when Design-Builder will be unable to work. In scheduling the Work, Design-
Builder shall account for the above referenced number of work days for which the effects of normal rainfall are expected to prevent Work.
10.4 Reverse Liquidated Damages. (NOT USED)
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ARTICLE 11 -CHANGE IN CONTRACT PRICE, TIME
11.1 Partnering.
A. Dispute Resolution Ladder. At the discretion of OC SAN, the Parties will partner to create a dispute resolution ladder to facilitate open communication and close cooperation that involves both Design-Builder and OC SAN personnel working together for the purpose of establishing a mutually beneficial, proactive, cooperative environment within which to achieve Project objectives, resolve
issues, and implement actions as required. The dispute resolution ladder will provide the authority for both Design-Builder and OC SAN personnel at all levels with parameters and procedures for escalating disputes.
B. Formal Partnering. Design-Builder and OC SAN shall participate in a partnering process among all members of the Project team. The partnering process will assist OC SAN and Design-Builder to develop a collaborative environment so that
communication, coordination, and cooperation are the standard, and to encourage resolution of conflicts at the lowest responsible management level. The objectives of the partnering process are to (a) identify potential problem areas, issues and
differences of opinion early, (b) develop and implement procedures for resolving them in order to prevent them from becoming claims, (c) achieve effective and efficient performance and completion of the Work in accordance with the Contract Documents, and (d) create mutual trust and respect for each Party’s respective roles and interests in the Project while recognizing the respective risks inherent in those roles. The partnering process shall take place during the entire length of the Project. A third-party facilitator shall be chosen by OC SAN and Design-Builder that is mutually agreeable to the Parties. Design-Builder shall make all
arrangements to hire the facilitator and provide a suitable meeting location for the partnering workshops.
C. Dispute Review Board.
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ARTICLE 12 - MEASUREMENT; PAYMENT (NOT USED)
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ARTICLE 13 - TERMINATION; SUSPENSION (NOT USED)
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ARTICLE 14 - MISCELLANEOUS CONTRACT PROVISIONS (NOT USED)
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A 4
ATTACHMENT 4 DESIGN BUILDER’S RFP PRICING
[TO BE INCORPORATED AFTER CONTRACT AWARD]
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A 5
ATTACHMENT 5 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS:
THAT WHEREAS, Orange County Sanitation District (“OC SAN”) has awarded to ____________________, (“Design-Builder”) an agreement for ________________________ (hereinafter referred to as the “Project”).
WHEREAS, the work to be performed by the Design-Builder is more particularly set forth in the Contract Documents for the Project dated ____________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Design-Builder is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.
NOW, THEREFORE, we, _______________, the undersigned Design-Builder and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto OC SAN in the sum of ___________________________ dollars, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Design-Builder, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless OC SAN, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by OC SAN in enforcing such obligation.
The obligations of Surety hereunder shall continue so long as any obligation of Design-Builder remains. Nothing herein shall limit OC SAN’s rights or the Design-Builder or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.
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Whenever Design-Builder shall be, and is declared by OC SAN to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at OC SAN’s option:
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents;
(2) Obtain a Bid or Bids for completing the Project in accordance with all terms and conditions in the Contract Documents and arrange for a Contract between such Bidder, the Surety, and OC SAN, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract price, including other costs and damages for which Surety may be liable. The term
“balance of the Contract price” as used in this paragraph shall mean the total amount payable to Design-Builder by OC SAN under the Contract and any modification thereto, less any amount previously paid by OC SAN to the Design-Builder and any
other set offs pursuant to the Contract Documents; or
(3) Permit OC SAN to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion
of the Project, less the balance of the Contract price, including other costs and damages for which Surety may be liable. The term “balance of the Contract price” as used in this paragraph shall mean the total amount payable to Design-Builder by OC
SAN under the Contract and any modification thereto, less any amount previously paid by OC SAN to the Design-Builder and any other set offs pursuant to the Contract Documents.
Surety expressly agrees that OC SAN may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Design-Builder.
Surety shall not utilize Design-Builder in completing the Project nor shall Surety accept a Bid from Design-Builder for completion of the Project if OC SAN, when declaring the Design-Builder in default, notifies Surety of OC SAN’s objection to Design-Builder’s further participation in the completion of the Project.
The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract Documents or to the Project.
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IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
___________________________________ Design-Builder
By: ________________________________
___________________________________ Surety
By:________________________________
Attorney-in-Fact
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)
THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________
___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of process in California, if different ___________________________________________
from above) ___________________________________________
(Telephone number of Surety and ___________________________________________
Agent or Representative for service of process in California) NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto.
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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document
and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited General Number of Pages
Attorney-In-Fact
Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
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A 7 A 6 ATTACHMENT 6 PAYMENT BOND (LABOR AND MATERIALS)
KNOW ALL MEN BY THESE PRESENTS:
THAT WHEREAS, Orange County Sanitation District (“OC SAN”), has awarded to ________________, hereinafter designated as the “Principal,” a contract (“Contract”) for the work described as follows: ________________ (“Project”); and
WHEREAS, said Principal is required to furnish a bond in connection with said Contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for, or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.
NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto OC SAN in the penal sum of ______________ dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions, or other supplies, used in, upon, for, or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the Principal and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by OC SAN in such suit, including reasonable attorneys’ fees, court costs, expert witness fees, and investigation expenses.
This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.
It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement, or bond, nor by any
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conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such Contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of Contract between the owner or OC SAN and original design-builder or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration, or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on the ___ day of ______________________ 20______ the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body.
(Corporate Seal of Principal, if corporation) ___________________________________ Design-Builder
By: ________________________________ (Seal of Surety)
___________________________________
Surety
By:________________________________ Attorney-in-Fact
(Attached Attorney-In-Fact Certificate and Required Acknowledgements) NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto.
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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA COUNTY OF ______________ On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document
and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited General Number of Pages
Attorney-In-Fact
Trustee(s) Guardian/Conservator Date of Document Other: Signer is representing: Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
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A 7 ATTACHMENT 7 GENERAL REQUIREMENTS
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A 8 ATTACHMENT 8 CONTRACTOR SAFETY STANDARDS
[TO BE INCORPORATED AFTER CONTRACT AWARD]
SCOPE OF WORK, PROJECT NO. J-137
ATTACHMENT “A”
FINAL SCOPE OF WORK
OCEAN OUTFALLS REHABILITATION
PROJECT NO. J-137
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SCOPE OF WORK, PROJECT NO. J-137 October 9, 2025
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Phase 1 Engineering and Preconstruction Services
This attachment describes the scope of services during Phase 1 of Project No. J-137 Ocean
Outfalls Rehabilitation. Phase 1 Services consist of those tasks necessary to deliver design
documents up to a 60% design and to develop a Guaranteed Maximum Price (GMP) and
associated Phase 2 CPM Schedule. These tasks address project management, design
development and development of a GMP or multiple GMPs for Phase 2 Services. Efforts for
completing the design may be included as Allowance Tasks to the Phase 1 Services at the sole
option of Orange County Sanitation District (OC SAN).
Project Description:
Project No. J-137 will rehabilitate the 120-inch Long Outfall. In summary, this Project will
rehabilitate the Long Outfall by removing debris blocking diffusers access ports, replacing hold-
down hardware on inspection hatches, adding ballast rock in certain areas, replacing existing
manhole covers, removing internal outfall sediment deposits, and replacing the flap gate.
To rehabilitate the Long Outfall, the 78-inch Short Outfall will need to be rehabilitated and placed
in service in order to divert flows from the Long Outfall to the Short Outfall. Rehabilitation of the
Short Outfall will also include cleaning of the circular diffuser ports, removal of internal outfall
sediment deposits, closure of the rectangular ports, and performing a detailed inspection.
OC SAN has reviewed Phase 1 Scope of Services in accordance with California Environmental
Quality Act (CEQA) Guidelines and requirements and has determined that the preliminary
investigative work performed under Phase 1 qualifies for a Class 1 and Class 6 exemption under
Sections 15301 and 15306 of the State CEQA Guidelines. After completion of Phase 1, and
development of rehabilitation design and GMP, the Project design will be evaluated in accordance
with CEQA. This Phase 1 preliminary investigative work is necessary to inform the ultimate
Project design.
The following key components are associated with the Project:
Scope of Work on Short Outfall
• Inspect the condition of the Short Outfall to identify any structural issues, interior
blockages, or areas that require repair. The inspection shall include at a minimum the
manhole covers, pipe joints, ballast, bulkhead, wye structure, end structure, flap gate,
rectangular ports and circular diffusers. The results of the inspection shall be summarized
in a Condition Assessment Report and provide a list of short-term recommended
rehabilitation options and cost to provide an additional 15 years of life after it is placed into
service at the end of this Project and a list of long-term recommended rehabilitation options
and costs for the future Short Outfall rehabilitation which is anticipated to start construction
15 years after completion of this Project.
• Sample and test any internal sediment build-up and remove and dispose the internal
sediments in a permitted facility/location. In addition, an external sediment sample near
the outfall diffuser section is to be collected and tested.
• Design and installation of closure of the eight (8) rectangular ports.
• Design the short-term rehabilitation of Short Outfall as described in the Condition
Assessment Report to allow rehabilitation of the Long Outfall.
• Confirm the hydraulic capacity of the Short Outfall system.
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SCOPE OF WORK, PROJECT NO. J-137 October 9, 2025
Page 3 of 23
• Rehabilitate the items identified in the Condition Assessment Report that will provide the
Short Outfall the reliability to be placed in service. The short-term rehabilitation will provide
additional 15 years of service life.
• After completion of rehabilitation, perform testing of the Short Outfall to confirm reliable
operation.
• Evaluate capacity of existing sodium bisulfate system and if needed provide a temporary
sodium bisulfite system during the operation of the short outfall to dechlorinate effluent.
• Provide ocean water quality monitoring services when the Short Outfall is in service.
• Identify and obtain any necessary permits for the inspection and rehabilitation work for
Phase 1 and Phase 2 of the Project.
• Ensure all activities comply with regulatory requirements and coordinate with OC SAN’s
Environmental Compliance team for monitoring and reporting. Design-Builder must
comply with relevant CARB and AQMD rules and requirements.
• Establish a comprehensive contingency plan for managing unexpected events during the
rehabilitation of the Short Outfall, ensuring minimal disruption to OC SAN’s operations and
compliance with regulatory requirements.
Scope of Work on Long Outfall
• Validate the scope of work required for rehabilitation of the Long Outfall based off the 2022
inspection performed under Project PS18-09.
• Design and construct rehabilitation of the outfall system to provide additional 25 years
extension to the useful life of the outfall system
• Sample and test internal sediment build-up and remove and dispose the internal
sediments in a permitted facility/location. In addition, an external sediment sample near
the outfall diffuser section is to be collected and tested.
• After completion of rehabilitation, perform testing of the Long Outfall to confirm reliable
operation.
• Identify and obtain any necessary permits for the inspection and rehabilitation work for
Phase 1 and Phase 2 of the Project.
• Ensure all activities comply with regulatory requirements and coordinate with OC SAN’s
Environmental Compliance team for monitoring and reporting. Design-Builder must
comply with relevant CARB and AQMD rules and requirements.
• Establish a comprehensive contingency plan for managing unexpected events during the
rehabilitation of the Long Outfall, ensuring minimal disruption to operations and
compliance with regulatory requirements.
The Phase 1 Scope of Services includes the following tasks:
• Task 1: Phase 1 Project Management
• Task 2: Field Investigations and Condition Assessment Report
• Task 3: Design Development
• Task 4: Permitting Support
• Task 5: Pre-Construction Services and GMP Development
• Task 6: Design Development for Valve #4 Replacement
• Task 7: Design During GMP Evaluation (Allowance Task)
• Task 8: Phase 1 Permit Fee (to be paid directly by OC SAN)
Specific tasks and subtasks for Phase 1 are described below.
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– PHASE 1 PROJECT MANAGEMENT
Design-Builder shall provide all necessary project management, oversight, and coordination
throughout Phase 1. Project management shall include the following subtasks.
– Project Management and Administration
Project Control Systems. The Design-Builder will use OC SAN provided or approved electronic
systems as described below in the Document Management Plan. OC SAN will train new users on
OC SAN provided systems as needed.
Project Management Documents. As part of Subtask 1.1 and within 30 days of notice-to-
proceed with Phase 1, the Design-Builder shall prepare and submit drafts of the following
documents for review and concurrence by OC SAN. Basic templates will be provided by OC
SAN, but the Design-Builder is responsible for the content. Documents shall be updated monthly
and submitted with the invoice package. Throughout the Project, the Design-Builder must
implement the activities described in the documents, ensure the Project team is familiar with their
contents, and keep the documents current.
• Project Management Plan (PMP). The PMP informs the Project team of the basic
requirements and approach. It must promote open, collaborative, and frequent
communication between the Design-Builder, OC SAN, and stakeholders. Key topics
include addressing issues, noting potential scope or cost changes, schedule
dependencies, and Project updates. OC SAN expects all parties to collaborate for the
best outcomes. Stakeholder communication shall be coordinated through OC SAN and
started early. Stakeholder involvement plan and communication plan must be included in
the PMP.
• Health and Safety Plan. The Health and Safety Plan outlines the Design-Builder’s
approach, Project team requirements, and procedures to ensure safety and compliance
with all OC SAN procedures and Contractor Safety Standards (see RFP Attachment M),
as well as local, state, and federal regulations. Phase 1 activities include site visits, field
investigations, in-person meetings, and compliance with relevant procedures and
regulations. The document will be updated for Phase 2 GMP Proposal as construction
activities are defined.
• Quality Management Plan (QMP): The QMP outlines activities and controls to ensure all
deliverables meet the Progressive Design-Build Contract and Scope of Work. It details
each team member's role in quality control or assurance, data collection procedures
before design, work checks, verification, corrective actions, and document control. The
update with the Phase 2 GMP submittal will provide more details on quality assurance and
control activities.
• Document Management Plan. The Design-Builder will use the OC SAN provided
electronic document management systems and submit a plan detailing document
management. This plan will include collaboration, communication, and document
submission following OC SAN's protocols and naming conventions. It will ensure proper
documentation during design, construction, and facility lifecycle phases. The plan should
address Operations and Maintenance staff requirements for documentation.
Systems used for Document Management:
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o MS365 Teams/SharePoint site will store shared, draft, and working documents. It
will be used for document transfers among team members, development and
finalization of meeting agendas and minutes, as well as specification editing and
review. All specifications should be reviewed and edited in Teams, with copies of the
original Word files stored in SharePoint at the beginning of each OC SAN review
period.
o BlueBeam will be used for drawing reviews and markups. Review comment reports
will be exported and saved to SharePoint in the appropriate folder.
▪ Preliminary Design Folder – Contains predesign studies, memos, draft reports,
final reports, field test data, modeling data, and decision logs.
▪ Design Folder – Documents pertaining to design development. Meeting minutes
and agendas applicable to final design stage.
▪ PMWeb will be the primary Project Control System, and the system of record for
all Project submittals and deliverables. It supports workflows and electronic
approvals for submittals, RFIs, meeting minutes, contract administration, pay
requests and change requests. PMWeb has mobile tools for daily reports, notices,
inspection reports, and punch lists.
All Project documents needing formal signatures will be digital and distributed digitally.
Digital signatures are equivalent to handwritten ones. Automated system notifications
(e.g., in-system notices, system-generated emails, or emails with attachments) are
considered formal written notifications per the Progressive Design Build Contract.
• Project Schedule. Design-Builder shall prepare and maintain a cost-loaded, resource
assigned, critical path (CPM) Project Schedule in Primavera P6. The Design-Builder shall
prepare and submit monthly schedule updates for all Project activities. The Phase 1 CPM
Project Schedule shall include at a minimum the following:
o Design-Builder shall prepare a Phase 1 CPM Schedule for the entire Project to be
reviewed by OC SAN. The Project schedule shall include the detailed list of tasks
required to complete Phase 1 and shall outline projected tasks for Phase 2,
incorporating additional details as they become available.
o The Project schedule will incorporate all necessary logic ties and constraints to
accurately represent the sequence of Project activities. The initial draft of the CPM
Schedule will be presented at the Project kick-off meeting and updated monthly
throughout the Project's duration.
o The monthly schedule updates shall include planned and actual start/finish dates,
activity durations/dependencies, major milestones, actual costs to date, completion
percentages, remaining effort and forecasted cost for each task and subtask and
perform earned value analysis. A 30-day look-ahead schedule is also required.
o A standardized process for integrating additional Design-Builder schedules as they are
brought into the Project.
o Activities for each subtask and deliverable in the Phase 1 Scope of Services should
include, as applicable, time for developing investigation plans, conducting field work,
performing evaluations, and preparing deliverables. This also includes draft
submission dates, OC SAN review periods, and final submission dates. Design-
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Builder shall assume that the OC SAN review period for plans, reports, and
memorandums will be ten (10) working days and fifteen (15) working days for design
submittals and GMP reviews. Working days are considered Monday through Friday
for days that are not Holidays. Holidays are defined in the Progressive Design-Build
Contract.
o Expected duration for GMP negotiations.
Risk Management. Subtask 1.1 shall include overall Project Risk Management, including both
Phase 1 and the Phase 2 risks that become evident as the Project develops. The Design-Builder
shall hold a collaborative workshop to prepare a Project Risk Register that includes at a minimum
the following information:
• Risk identification
o Description
o Date Identified
o Risk Originator
o Category (Project, Internal, External)
o Type (types are based on category and include mechanical, structural, civil, etc.)
• Risk Analysis
o Probability that risk may occur (1 very low, 2 low, 3 medium, 4 high, 5 very high/certain)
o Impact if risk occurs (1 very low, 2 low, 3 medium, 4 high, 5 very high/fatal)
o Severity weighting (low, medium, and high calculated from probably * impact scores)
o Affected Project metrics (cost, schedule, performance, quality, reputation, or other)
o High and medium risk items:
▪ Estimated cost associated with risk
▪ Timeframe (early, continual, late, undetermined)
o Sort by highest risk and prioritize risks outside the team’s control
• Risk Response (high and medium risk items only)
o Triggering event
o Response strategy (Monitor, Avoid, Transfer, Mitigate, Accept)
o Proposed action plan
• Risk Control (high and medium risk items only)
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o Risk Owner
o Person Monitoring
o Status (new, monitoring, implementing response, risk passed, transferred, changed,
closed)
The Design-Builder shall maintain a Risk Register as a living document and submit updates to
OC SAN. To promote the open discussion of risk, the Risk Register shall be a standing agenda
item in all meetings.
Monthly Reporting. The Design-Builder shall submit monthly reports summarizing Project
progress. The monthly progress reports shall include a narrative summarizing the progress of
the Project and shall identify any recommended actions by OC SAN or the Design-Builder to
mitigate risks or modify the Project approach and scope. Monthly progress reports shall be due
by the 15th of each month. Attachments to the monthly progress report shall include:
Summary of work: Identifying activities worked on and/or completed during the last
month including meetings and workshops, progress on deliverables, as well as significant
items related to external agencies such as grants, permits, etc.
Planned Activities: Summarize planned activities and scheduled meetings/workshops for
the next month.
Issues and Concerns: Identify issues and concerns that may affect Project schedule or
budget and require discussion between the Design-Builder and OC SAN. Any increase in
cost estimates will require an update to the cost model, following the format and detail
requirements described in Task 5.
Progress Schedule: A variance report with originally scheduled completion dates and
updated scheduled completion dates, including explanation of any changes to schedule
since the last progress report.
Budget: For Phase 1 engineering, a Table showing each of the Phase 1 tasks, with the
following information for each task: percent of work complete, percent of budget
expended, billing for the current reporting period, previous billing, billed to date, budget
limit, and budget remaining.
Monthly Report Attachments:
a) Updated CPM and progress schedule in Gantt chart format
b) Draft invoice and supporting data.
c) Current Action Item Log
d) Updated Risk Register
e) Updated Decision Log
f) Log of changes to scope, cost or schedule
Deliverables:
1. Project Management Plan (periodic updates as needed or requested)
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2. Health and Safety Plan (periodic updates as needed or requested)
3. Quality Management Plan (periodic updates as needed or requested)
4. Document Management Plan (periodic updates as needed or requested)
5. Project Schedule (periodic updates included in monthly status reports)
6. Risk Register (periodic updates included in monthly status reports as risk status changes
or new risks are identified, submission with each interim design submittal)
7. Monthly Progress Reports, including all required attachments
– Meetings
The Design-Builder shall schedule, prepare for, and conduct Project kickoff and progress
meetings with OC SAN, including key firms and individuals from the Design-Builder’s Project
team, and OC SAN Project team members. The meetings listed below are exclusive of additional
meetings for design development, field investigations, permitting, etc., which will be identified in
their respective tasks. Design-Builder shall be responsible to prepare the meeting agendas and
issue the meeting minutes for review.
The Design-Builder shall transmit the minutes to OC SAN within five business days of the
meeting in MS Word format using OC SAN’s template, or an approved substitution.
Project Management meetings shall include:
• Project Kickoff Meeting: To initiate the Project, an in-person kickoff meeting will be held
for key Project team members, from the Design-Builder and OC SAN to review and
discuss Project goals, scope of work, schedule, communication protocols and other
required procedures for the execution of the Phase 1 PDB Contract.
• Bi-weekly progress meetings: Progress meetings shall be hybrid (in person and remote)
and conducted for the duration of Phase 1 and provide a routine forum for reviewing items
included in the monthly progress report, discussing ideas, and confirming short-term and
long-term Project priorities.
• Partnering meeting: The Design-Builder shall attend one partnering meeting at the
beginning of Phase 1. The Partnering meeting shall be in person. The Design-Builder
will facilitate partnering meeting through a 3rd party and provide an agenda prior to meeting
for review and comment by OC SAN. The partnering sessions shall not be longer than
one (1) day.
Deliverables:
1. Project Initiation meeting draft and final meeting agenda and draft and final meeting
minutes.
2. Draft and final progress meeting agendas and progress meeting minutes.
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– FIELD INVESTIGATIONS AND CONDITION ASSESSMENT REPORT
Field investigations and corresponding condition assessment report will be required to confirm
Project and site conditions prior to evaluation of improvement concepts and development of
design documents.
– Outfalls Inspection Work Plan
Prior to conducting field investigations, the Design-Builder must submit for OC SAN review and
acceptance an Outfalls Inspection Work Plan, which includes, but is not limited to, the following:
• Outline of proposed investigations, including the goals of investigations, list of all activities
planned to be performed, duration of each activity, method of performing the activity,
potential risks and mitigations, and access points for each activity.
• The OC SAN technical staff support needed during field investigation (e.g., operations,
maintenance, inspection, asset engineer, mechanical, electrical, controls, and IT).
• Identification of any planned or potential impact to existing operations and maintenance
activities.
• The Design-Builder must hold a workshop to discuss potential impacts to existing
operations and the needed support from OC SAN staff. The conclusions of this workshop
must be included in the Inspection Work Plan.
• Permits and notifications, and approvals required from other third parties.
• Planned field inspection methods, testing methods, and procedures, including
identification of proposed sample locations (i.e. sediments and potential concrete cores).
• The plan shall also include Design-Builder’s plan to collect internal sediment sample from
Short and Long Outfalls to design and obtain proper disposal permit.
Deliverables:
1. Field Investigation Plan (draft and final)
– Inspection of Short Outfall
As part of this subtask, the Design-Builder shall perform the inspection of the Short Outfall that
will lead to the Condition Assessment Report specified under subtask 2.4. The inspection shall
include the original outfall pipeline, wye structure and bulkhead structure, extended diffuser
section and end structure and flap gate. The limits of the outfall internal inspection shall be from
the surge tower through the wye structure and to the end of pipe.
Past inspections have used the surge tower as the point of entry into the outfall, however other
points of entry for inspection can be considered.
Design-Builder shall develop a detailed inspection plan, including safety protocols, contingency
plans, and mobilization/demobilization plan. Field investigation plans, inspection plan and Dive
plans shall be submitted and approved by OC SAN prior to work being performed.
Inspection activities shall include:
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• Inspection of the Short Outfall pipeline and pipe joints, associated diffusers both circular
and rectangular ports, manholes, joint clamp assemblies, outfall section connections, wye
structure/caisson/bulkhead, ballasting rock, bedding, flap gate and associated hardware
for integrity and compliance with original design.
• Identify diffuser ports with marine growth or any other blockage that will require cleaning.
• Perform necessary inspection and testing to provide the service life recommendations
required in the subtask 2.4 Condition Assessment Report for the short- and long-term
rehabilitation options. The inspection shall be in accordance with ASCE MOP 130
“Waterfront Facilities Inspection and Assessment” standards. The level of inspection shall
be at a minimum:
o Level I – 100% of the elements below water.
o Level II – At every 200 ft of exposed pipe (starting from approx. Sta. 17+75) clean and
inspect a 1 ft wide band perpendicular to the length of the pipe.
o Level III – Perform Schmidt testing (NDT) at every other exposed area from Level II
marine growth cleaning. Take 3 core samples in 4 locations (TBD after Level II
exposure) to test for petrography (4”), compressive test (4”), and chloride-ion (2”). The
Level III sampling will be at the discretion of the Design-Builder to provide the long-
term service life rehabilitation recommendation.
• Perform 3D photogrammetry to create detailed models of structures including elevation
data.
• Assess the condition of end gate structure including terminus flap gate, weights, and all
hardware including hinges and anchor bolts.
• Assess condition of manholes on the pipe to provide recommendation on remaining
thickness and useful life of manhole covers. Evaluate condition of previous repairs
performed on Manhole No. 13 (performed as part of OC San Project No. J-39-2).
• Perform Bathymetric survey and assess condition of ballast rocks along the pipe and
identify potential deficiencies.
• Assess the condition of wye structure and the bulkhead located at wye structure.
• Internal inspections of the pipe can be performed by use of Remotely Operated Vehicles
(ROVs). Design-Builder to submit plan for launching and retrieving ROVs as part of their
Outfall Inspection Work Plan.
• Perform internal CCTV and sonar inspections to document damage and/or irregularities
inside the pipe, offset joints, and provide measurement of sediment built up inside the
pipe.
• Sample and test sediment deposits inside and outside the pipe to design and to obtain
proper disposal permit. Where sedimentation exists inside the pipe, verify it has solidified
or is still granular in nature and collect a minimum of (2) samples of sediment, one near
wye structure and one close to flap gate structure, for further analysis to determine
material characterization. In addition, collect one external sediment sample in near the
outfall diffuser section. Samples shall be tested per EPA required testing protocols and as
required for proper disposal.
• Record coordinates of inspection points, provide coordinate system and datum, and
provide explanation of survey benchmarks and verifications.
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• Based on Project PS23-03 recommendations, the eight rectangular ports on Short Outfall
will need to be closed for compliance with NPDES permit requirements. For the purposes
of this proposal assume closure of all 8 rectangular ports. Perform necessary inspection
to evaluate the condition of rectangular ports and design the closure.
• Capture high-resolution images and high-definition video footage of pipe conditions as
part of internal and external inspections.
• Document findings in a detailed inspection log.
Deliverables:
1. Design-Builder shall prepare a comprehensive report summarizing observations, issues
identified, and recommendations that will be included in the subtask 2.4 Condition
Assessment Report.
– Validation of Long Outfall Scope
The Design-Builder shall validate the recommendations of the November 2022 120-inch Ocean
Outfall Condition Inspection Report and the Project PS18-09 Final Report that recommend the
rehabilitation required for the Long Outfall. As part of this task, the Design-Builder shall perform
the external diving inspections required to validate the prior recommendations. Design-Builder
shall prepare a technical memorandum validating the recommended rehabilitation based on the
previous reports and any inspection performed as part of this task. The memorandum shall
summarize any deviations, reason for deviation, and provide new recommendations and revised
cost estimate.
Furthermore, the Design-Builder shall sample and test sediment deposits inside and outside the
pipe to design and to obtain proper disposal permit. Where sedimentation exists, verify it has
solidified or is still granular in nature. Collect minimum of (2) samples of sediment, one at the
beginning of 72-inch diameter diffuser pipe and one close to end structure for further analysis to
determine material is non-hazardous. In addition, collect one external sediment sample near the
outfall diffuser section Samples shall be tested per EPA required testing protocols and as required
for proper disposal.
Deliverables:
1. Draft and final memorandum on the validation of the Long Outfall.
- Condition Assessment Report of the Short Outfall
The Design-Builder will be required to prepare a Condition Assessment Report of the Short Outfall
based on the inspections performed as part of subtask 2.2. The Condition Assessment Report
shall recommend short-term rehabilitation options to improve condition of the Short Outfall and
allow for its reliable operation during the period of time the Long Outfall is being rehabilitated and
to extend service life by additional 15 years. The short-term recommendations shall exclude
installation of a new pipe, slip lining or lining of existing pipe.
The Condition Assessment Report shall also recommend long-term rehabilitation options to
extend the service life of the Short Outfall an additional 25 years. Note that the scope of this
Project does not include the design and rehabilitation of the Short Outfall for this service life.
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The Condition Assessment Report shall at the minimum document recommendations for
remaining useful life of the concrete pipe and other outfall elements, and report condition of the
joints and any measured gaps, measurements of any sediment built-up inside the outfall,
condition of diffuser ports, including rectangular ports using high quality pictures and videos, and
record existing pipe ballast height along the pipe.
For both rehabilitation options (short-term and long-term) the Design-Builder shall provide an
opinion of probable construction cost and schedule.
Deliverables:
1. Draft and Final Short Outfall Condition Assessment Report
– DESIGN DEVELOPMENT
- Basis of Design Report
The Design-Builder shall prepare and deliver to OC SAN a draft Basis of Design Report (BODR)
that will contain site investigation results (from thorough site investigations and analyses
performed independently by the Design-Builder); recommendation from the Short Outfall
Condition Assessment Report; definition of scope of rehabilitation of the Long Outfall; design
criteria development for the rehabilitation work; proposed design criteria for the
chlorination/dechlorination system; identification of regulatory requirements and a list of required
permits; and quality management reviews. The preliminary design criteria for the dechlorination
system have been provided as part of Attachment A.1.
At a minimum, the BODR shall include the following sections or areas of information:
1. Project summary, goals/objectives, and requirements.
2. Scope of Work for rehabilitation of the Short and Long Outfalls
3. Scope of Work and requirements to keep the chlorination/dechlorination system in
service while the Short Outfall is in service.
4. Scope of Work for closure of eight rectangular ports on Short Outfall, if required by
Project PS23-03 recommendations
5. Design standards and criteria for the different rehabilitation activities.
6. Rehabilitation approach and methods.
7. Updated permitting matrix.
The BODR shall include the following:
1. Sufficient number of drawings to adequately depict the preliminary design of the
rehabilitation. Engineering Drawings shall comply with OC SAN’s Engineering Design
Standards. The Design-Builder shall download, without charge, an electronic copy of
OC SAN’s Engineering Design Standards from OC SAN’s website at:
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https://www.ocsan.gov/document-center/?search-
term&department=engineering&sub_department=design-guidelines&document_year=all
2. Copies of all reports prepared as part of site investigations. Discuss and summarize
results and recommendations from studies.
3. Recommendation on any additional environmental studies required or performed for the
Project. This should include the results of the sampled sediment inside and outside of
short outfall and recommendations for proper disposal.
4. Summary of all national, State, and local codes, regulations, and standards applicable
to the Work.
5. Interfaces with existing OC SAN’s operations.
6. Constraints from regulations, mitigation of community impacts and other potential
external considerations.
7. An AACE Class Level 4 cost estimate developed and updated by the Design-Builder for
the Project and narrative for the Project shall be included in the BODR and shall serve
as the initial cost estimate (see Subtask 5.1).
8. An Implementation Plan including a Construction Sequencing Plan with description of
sequencing constraints and reasons for those constraints. The Implementation Plan shall
list implementation alternatives that might expedite construction, avoid sequencing
constraints, and/or mitigate schedule and cost risks, address constructability issues, and
describe Design-Builder’s approach to temporary handling of flow during Long Outfall
rehabilitation and requirements for flow diversion to Short Outfall.
9. An updated Project Schedule detailing the Design-Builder’s approach to construction
sequencing for the Project to the extent feasible based on the level of design. The Project
Schedule shall incorporate plans to minimize disruptions to ongoing operations and the
community.
Design-Builder shall furnish an electronic copy in Adobe Acrobat PDF format of the draft BODR
(and any other deliverables) to OC SAN. Account for a period of fifteen (15) working days for
OC SAN review of the draft BODR submittal. The Design-Builder shall provide responses to the
comments and conduct basis of design workshops with OC SAN to review proposed changes to
documents based on the comments and responses.
Design-Builder shall schedule and facilitate one review meeting with OC SAN and the Owner
Advisor Representative to present and summarize BODR, present overview of initial cost
estimate, and present overview of Project Schedule. Design-Builder shall conduct a second
meeting to address comments received from OC SAN. Design-Builder, Design Engineer and
Subconsultants shall attend the review meeting.
Revise the BODR (and any other deliverables) in response to OC SAN’s comments, as
appropriate, and furnish an electronic copy in Adobe Acrobat PDF format of the revised (final)
BODR (and any other deliverables) to OC SAN.
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OC SAN will notify the Design-Builder of its acceptance of the revised (final) BODR prior to
Design-Builder proceeding with development of detailed design. The revised (final) BODR will
serve as the basis for subsequent Phase 1 submittals.
Deliverables:
1. Basis of Design workshop materials and handouts
2. Draft and Final Basis of Design workshop meeting minutes
3. Draft and Final Design-Builder’s Basis of Design Report
4. Meeting minutes from BODR review meeting with updated decision and action log
5. BODR Cost Estimate and Schedule
– 60 Percent Design Development
Design-Builder shall develop and submit a 60 Percent Design Submittal for OC SAN review and
comment. The 60 Percent Design Submittal shall include all documents, drawings and
specifications. A 60 Percent Design Submittal will be required for each GMP that the Design-
Builder proposes as part of their approach to the Project.
The Design-Builder shall submit an updated Procurement Plan (see subtask 5.3) that incorporates
OC SAN’s comments on the draft Procurement Plan and discussions regarding procurement
during the design development. Details on the scope and timing of the first GMP proposal shall
be included in the updated Procurement Plan.
The Design-Builder shall submit a draft Startup and Commissioning Plan, that identifies
requirements for startup, commissioning and acceptance testing of the outfalls and dechlorination
system. OC SAN will provide feedback on the draft plan for incorporation into the final plan. The
Design-Builder will submit draft procedures for testing including equipment testing, systems
testing and acceptance testing.
The Design-Builder shall submit a draft Work Restrictions including an Outage Restrictions Table
and Shutdown and Energization in accordance with the requirements of OC SAN Specifications
Section 01140 Work Restrictions. OC SAN will provide feedback on the draft plan for incorporation
into the final Work Restrictions.
The Design-Builder shall develop a Public Outreach Plan in coordination with OC SAN for work
planned in the community or work with potential impacts to the community during Phase 2 of the
Project. Note OC SAN will be the lead for any required outreach with the Design-Builder
supporting OC SAN with any required assistance.
The Design-Builder shall provide all QA/QC Review documentation, including signature pages
documenting completed reviews, and if requested by OC SAN, reviewer comments and design
team responses.
The Design-Builder shall update the construction cost for Phase 2 to be used to establish GMP
structure under Task 5. The construction cost estimate shall be consistent with the AACE
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International cost classification Class 2 estimate. The cost estimate submittal shall represent an
“open-book” (all information/documentation disclosed in an itemized manner) cost estimate
detailing the direct and indirect cost components.
The Design-Builder shall provide a draft CPM Schedule for Phase 2 of the Project, including
construction, start-up, commissioning, and acceptance testing of the outfall. OC SAN will review
the draft CPM Schedule and submit comments to the Design-Builder for incorporation. The
accepted CPM Schedule shall be submitted prior to acceptance of the Phase 2 GMP.
OC SAN and their Owner Advisor shall review and provide comments on the submitted
documents. The Design-Builder shall provide responses to the comments and conduct a
workshop with OC SAN to review proposed changes to documents based on the comments and
responses. Up to two workshops may be required.
The Design-Builder shall update the documents to reflect OC SAN’s comments and shall include
the updated documents in the GMP proposal.
Deliverables:
6. Recommended scope and fee to complete the Design
1. Updated Capital Cost Estimates for Phase 2 Construction
2. Updated Procurement Plan at 60% Design
3. Updated Sequence of Construction Plan
4. Draft and final Start-up and Commissioning Plan, including Acceptance Testing
5. Draft and final Work Restrictions
6. Draft Baseline Schedule and final Accepted Baseline Schedule for Phase 2 Construction
Phase.
7. Completed and checked calculations for all design disciplines.
8. Drawings and Specifications to show the design advanced to 60% completion.
9. 60 Percent Design Development Workshop agendas, materials and meeting minutes.
10. Responses to OC SAN’s comments on the 60% design submittal.
– Short Outfall Hydraulic Capacity Evaluation Memorandum
As part of this task, the Design-Builder shall prepare a technical memorandum with the
recommended maximum hydraulic capacity of the Short Outfall. The intent of this memorandum
is to document the maximum flow that can be conveyed in the Short Outfall for use in the planning
and preparing of contingency plans during a peak flow event.
The Design-Builder shall evaluate the overall capacity using any of the three effluent pump
stations (OOBS, EPSA and/or LOFLO Pump Station). Design-Builder shall rely on previous
evaluations performed as part of Contract No. J-117B Outfall Low Flow Pump Station.
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Deliverables:
1. Short Outfall Hydraulic Capacity Evaluation Memorandum (draft and final).
– Contingency Plan
As part of this task, the Design-Builder shall prepare and maintain a contingency plan for the
inspection and rehabilitation activities of outfall pipes. The purpose of this contingency plan is to
provide a proactive strategy to address unforeseen events and mitigate potential risks that could
disrupt the progress of the Ocean Outfalls Rehabilitation Project. This plan will ensure that all
necessary measures are in place to handle emergencies and maintain Project continuity.
The contingency plan shall address potential risks and emergencies, ensure compliance with
environmental regulations and safety standards and minimize Project delays and disruptions. The
plan shall develop specific actions to address each identified risk. It shall also include a
stakeholder communication plan to notify relevant authorities and stakeholders about any
emergencies or significant Project changes and identify any necessary monitoring system that
will be required.
Design-Builder will meet with various OC SAN stakeholders in order to prepare this plan.
Deliverables:
1. Contingency Plan (draft and final)
Subtask 3.5 Chlorination Study & Evaluation
The Design-Builder will perform a study and evaluation of the chlorination system for the short
outfall system to include evaluation of existing storage capacity, pump capacity, dosing
location, contact time requirements for temporary bleach system, location for temporary tank
system with containment requirements, and temporary tank size for the short outfall operation
while the long outfall is rehabilitated. No additional deliverables will be developed separate
from subtask 3.1 Basis of Design Report (BODR) Chlorination/Dechlorination section and
subtask 3.2 60 Percent Design Development Chlorination/Dechlorination section.
Assumption:
1. One site visit will be conducted to assess the condition of the chlorination and
dechlorination system. Assumes OC SAN Operations staff will attend site visit and will
provide data required for understanding the existing temporary chlorination system.
Data to be provided will include but not be limited to: Record drawings, as-built
drawings for temporary bleach station and dosing system, shop drawings for storage
tanks, dosing pumps, analyzers, jar testing report, SCADA HMI screens for bleach
system, O&M Manuals, bleach dosing pump information (run times), effluent flow
records, chlorine residual data from analyzers.
2. Design-Builder will provide a testing plan to recommend an improved dose, improved
dosing locations and dosing routes that work efficiently with the proposed permanent
bleach system and provide a temporary chlorination system for the period that the short
outfall is in service during the long outfall rehabilitation period.
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– PERMITTING SUPPORT
– Permitting Plan
The Design-Builder shall develop a draft Project Permitting Plan. The Permitting Plan shall include
a detailed schedule for obtaining permits and approvals. The schedule shall identify each permit
and approval and show discrete activities and the activities interconnectivity for pre-application
meetings with permit agencies, draft application development, review of each application by OC
SAN, incorporation of OC SAN’s comments and revising the application, submittal of application
to the approving entity, preparing responses to approving entity comments, OC SAN review of
responses, resubmittal to the approving entity, and anticipated duration for obtaining final
approval.
For each identified permit/approval, the Plan shall include the following information:
The name of the permit/approval
Name and contact information for the approving entity
Responsibilities (individuals) for developing the permit application and supporting
technical information
A summary of application and supporting technical requirements
Potential concerns/issues/special study needs of the approving entity
Expected approval dates
Permit tracking procedures and responsibilities
Protocols for incorporating permit/approval conditions into design and construction.
The Design-Builder shall provide the draft Plan to OC SAN for review and shall revise the Plan to
address OC SAN comments. The Design-Builder shall update the Plan as Project development
activities progress if such progression results in the identification of additional permits or changes
to the permitting requirements and durations.
Deliverables:
1. Permitting Plan (draft and periodic updates reflecting OC SAN’s comments and Project
progression)
– Permitting Support
For all elements required for this Project, the Design-Builder shall be responsible for obtaining all
necessary permits required for the Project, including for any inspection work. A preliminary
permitting matrix has been included in Attachment A.2 that identifies these agencies and entities
responsible for obtaining the permits. This matrix shall be expanded and kept up to date by the
Design-Builder.
The Design-Builder shall be responsible for contacting all agencies, completing all application
forms, preparing supporting documentation for the permit applications required by the issuing
agency, developing any exhibits and details, and attending meetings with permitting agencies at
the request of the Owner Advisor and OC SAN, with two exceptions related to plant operations:
the Santa Ana Regional Water Quality Control Board for the NPDES wastewater discharge permit
and the South Coast Air Quality Management District for the Permit-to-Operate.
For all permits/approvals the Design-Builder shall:
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Periodically meet or otherwise coordinate with OC SAN regarding the strategy for and
status of obtaining those permits.
Meet/correspond/coordinate with permit approving entity agency staff
Develop permit/approval applications and supporting documentation to meet the
requirements of the entities issuing the permits and approvals. Provide OC SAN with a
draft of all applications for review and concurrence prior to submittal to the approving
entity. Obtain OC SAN’s signatures and other signatures as needed for the applications.
Actively monitor the status of permit/approval processing and respond to requests for
clarification, additional information, and application revisions by the approving entities.
Review and negotiate proposed draft permit conditions, as possible, prior to finalization
of permits/approvals.
Report to OC SAN once the permit or approval has been obtained.
Develop supporting technical materials for any additional applications identified to be
developed by OC SAN.
Deliverables:
1. Permit application documents and supporting materials.
Subtask 4.3 – CEQA Document Preparation, Environmental Impact Report (EIR)
Based on conversations in meetings with OC SAN, Design-Builder understands that OC SAN
would like to assume preparation of an EIR for the project. The subtasks/Deliverable below
outline the work efforts required to prepare the EIR Document.
4.3.1 Kickoff Meeting - The Design-Builder will lead one (1) virtual kickoff meeting with the
Project Team to provide introductions, discuss the proposed Project, and review the scope of
work and schedule. The Design-Builder will prepare agenda, meeting minutes, and action
items.
4.3.2 Initial Study and Notice of Preparation (NOP) Scoping - The Design-Builder will
prepare a Draft and Final IS that will consider all environmental issue areas included the
CEQA Guidelines Appendix G: Environmental Checklist Form. If the IS determines that each
of these environmental issue areas would experience less than significant impacts or less than
significant impacts with mitigation measures incorporated, then it would be appropriate to
prepare a Negative Declaration (ND) or a Mitigated Negative Declaration (MND). If potentially
significant impacts are identified or if there is a potential for significant public controversy, then
preparation of an EIR would be required. In this case, the IS will be used to scope/focus the
EIR by eliminating issue areas from further consideration. At a minimum, it is assumed that
aesthetics, agriculture and forestry resources, energy, geology/soils, land use / planning,
mineral resources, noise, population and housing, public services, and wildfire will be
dismissed from further consideration.
If it is determined that there are impacts to environmental issue areas that cannot be
mitigated to a level that is less than significant or if there is a potential for significant public
controversy an EIR would be required. The Design-Builder would prepare the Notice of
Preparation (NOP) (along with the IS) on behalf of the Lead Agency (i.e., OCSAN) and
transmit to the State Clearinghouse (SCH), interested local agencies, community
organizations and non-profit groups, neighborhood organizations, and adjacent residents.
All written comment letters received in response to the NOP – or verbal comments provided
during the Early Engagement and Outreach and Scoping Meeting(s) – will be included in an
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EIR appendix along with a matrix of initial responses and the location in the Draft EIR
where such comments have been addressed to assure reviewers that their comments have
incorporated in a meaningful way.
4.3.3 Project Description & Alternatives (3) - The Design-Builder will develop an accessible
Project Description that provides a narrative describing the proposed Project. The Project
Description will make use of easily accessible graphics, renderings, and tables to provide the
community and decision-makers with a clear understanding of the scope of the proposed
restoration activities. With an understanding of key community concerns from comments on
the NOP/IS, the Design-Builder will also prepare and submit initial summaries of up to three
(3) concept for consideration by OCSAN.
Following the receipt of consolidated comments from each of these deliverables – assumed to
be provided in tracked changes using MS Word – the Design-Builder will identify comments
requiring resolution and will prepare a Final Project Description and Alternatives
Memorandum, which will be used to launch the impact analysis in the Administrative Draft
EIR.
4.3.4 Administrative Draft EIR - The Design-Builder will prepare and submit an Administrative
Draft EIR to address direct and indirect impacts associated with the proposed Project. The
Design-Builder will prepare existing settings, regulatory settings, and impact analyses
(including cumulative impact analyses) for all resource areas carried forward for full analysis
from the IS. The Design-Builder will also develop mitigation measures, where appropriate, for
review and inclusion in the document to reduce potentially significant impacts.
4.3.5 Draft EIR - The Design-Builder will turn the Administrative Draft EIR into a Public Draft
EIR, through response to one round of consolidated comments from each of these entities
and preparation of a Screencheck Draft EIR. Following the incorporation of any final
administrative edits to the Screencheck Draft EIR, the Designer will submit electronic
copies of the Public Draft EIR.
4.3.6 Public Noticing - The Design-Builder will prepare the Notice of Availability (NOA),
Notice of Completion (NOC), and Summary Form for State Clearinghouse.
4.3.7 Response to Comments and Administrative Final EIR - The Design-Builder will
receive, catalogue, and respond to all agency and comments received on the Draft EIR.
Any required changes to the Draft EIR will be accomplished using strikeout and underline
to facilitate streamlined review and understanding. The Design-Builder will provide an
Administrative Draft EIR – including responses to comments and revisions to the Public
Draft EIR – for review by OCSAN.
4.3.8 Final EIR - Following the receipt of consolidated comments – assumed to be provided
in tracked changes using MS Word – the Design-Builder will identify comments requiring
resolution and will prepare a Screencheck Final EIR. The Design-Builder will incorporate
any additional administrative edits and prepare a Final EIR.
4.3.9 MMRP and CEQA Findings - The Design-Builder will develop a useable and
accessible MMRP using a table format for easy tracking, along with clearly crafted
mitigation measures, identification of the party responsible for implementation, required
timing, and needed times or points in process for monitoring.
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The Design-Builder will prepare Draft CEQA Findings for review by OCSAN. Following the
receipt of consolidated comments – assumed to be provided in tracked changes using MS
Word – our team will identify comments requiring resolution and will Final CEQA Findings.
Assumptions:
1. Assumes OCSAN will be the Lead Agency.
2. Assumes preparation of an Initial Study to be provided/published with the NOP.
3. Assumes a Draft and Final to incorporate one (1) round of consolidated revisions
provided by OCSAN.
4. Assumes a maximum of three alternatives, including the No Action Alternative and two
action alternatives.
5. Assumes a Draft and Final to incorporate one (1) round of consolidated revisions
provided by OCSAN.
6. Assumes that the following resources (at a minimum) will be eliminated from further
analysis based on the IS: Aesthetics; Agriculture / Forestry Resources; Mineral
Resources; Population / Housing; Wildfire.
7. Assumes that the sediment analysis, biological resources technical report, and MMPA
consultation letter would be used to support impact analyses in the EIR.
8. Assumes preparation of an Air Quality and GHG Study.
9. Assumes one cultural resources record search and technical memorandum.
10. Assumes no other fieldwork or technical studies would be required.
11. Assumes the preparation of a Screencheck Draft EIR, incorporating one (1) round of
consolidated comments from OCSAN on the Administrative Draft EIR.
12. Assumes the incorporation of one (1) round of consolidated comments from OCSAN on
the Screencheck Draft EIR.
13. Assumes preparation of the Notice of Availability, Notice of Completion, and Summary
Form.
14. Does not include any hard copy mailings.
15. Assumes up to 75 substantial comments on the Draft EIR.
16. Assumes incorporation of one (1) round of comments on the Administrative Draft EIR.
17. Assumes a Draft and Final to incorporate one (1) round of consolidated revisions
provided by OCSAN.
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– PRE-CONSTRUCTION SERVICES AND GMP DEVELOPMENT
– Cost Modeling and Estimates
The Design-Builder shall use a cost model for the development and communication of the project
cost estimate. The cost model shall be further refined as greater detail becomes available on the
Project. Cost estimates will be progressively developed and refined, allowing OC SAN to modify
priorities and requirements, if necessary, based on the overall budget.
Cost Model
The Design-Builder shall develop the cost model in a transparent and open-book manner
concurrent with design development to create an acceptable cost (including contingencies) to
which the Design-Builder’s proposed fee and other fixed allocations or allowances will be
added. Open book is defined as detailed cost breakdown, including hours, quantities, materials
costs, quotes, markups, etc..
The cost model breakdown shall show costs organized by project area, then section, then work
element. The cost breakdown will include labor, material, quantities, equipment and
subcontract costs for each item. All contingency and escalation factors will be identified. Scope
related contingencies will be based on probabilistic assessment of risks and risk costs for the
Project. The cost model will include both cost details, and a section for summary costs of major
cost categories, markups, and contingencies. The proposed cost model breakdown will be
presented by Design-Builder for comments and approval by OC San.
The cost model will be submitted with the BODR submittal and with the Guaranteed Maximum
Price Proposal(s). The model will be regularly available to OC San in the interim between formal
submittals.
Cost Estimate
The Design-Builder shall develop and submit Project cost estimate updates regularly over the
course of Phase 1, with the first submission provided as part of the Basis of Design Report
(BODR) identified in subtask 3.1 and then updated at a minimum frequency of biweekly. A cost
trending log shall be provided whenever there is a major design change or new information
materially affecting Project costs.
Cost estimate updates are to be provided on an iterative, progressive basis as design detail is
developed. The cost trending log will also be maintained on a biweekly basis to reflect
substantive design changes to the preceding update. Incremental cost estimates between
milestones may take the form of additions and deductions to the previous full estimate. All
incremental updates should then be incorporated into the next full estimate.
Design-Builder and OC SAN will meet and confer about each cost estimate submission, with
Design- Builder identifying the evolution of the costs from the previous estimate (if any). The
Design- Builder will revise the cost estimate submittals as needed in response to OC SAN’s
comments and incorporate responses into the subsequent cost estimate submittal.
The cost estimates will be organized by project area, then section, then work element and
broken out into Construction Standards Institute divisions to facilitate transparency of the
estimate. Each estimate will include a log of additive or deductive changes from the previous
cost estimate submission, with a description of the basis for changes (e.g., design changes,
updated quotes, revised contingencies, etc.). The 60 percent opinion of probable construction
cost estimates will be broken down into commodity codes for the purpose of planning for OC
San approval prior to submitting the GMP.
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Guaranteed Maximum Price
Once design has progressed to a degree acceptable to OC SAN, OC SAN will have the
authority to direct the Design-Builder to submit a GMP Proposal. A GMP is expected for the
Project at approximately the 60 percent level of design, although earlier or later GMPs for all or
a portion of the Project will be considered by OC SAN as described below. Multiple GMPs at
various levels of design completion, including those in support of early materials purchase or
early start construction packages, may be developed by the Design-Builder for consideration by
OC SAN.
Deliverables:
1. AACE Class 4 (-30%/+50%) OPCC at the BODR Design milestone
2. AACE Class 2 (-15%/+20%) OPCC at the 60% Design milestone
3. A Guaranteed Maximum Price Proposal assumed to be delivered following the 60%
Design Milestone as well as an Early GMP deliverable.
– Scheduling and Construction Phasing
The Design-Builder shall use Primavera P6 to prepare a critical path method network analysis
(CPM Schedule) to be updated over the duration of the Project. The Baseline Schedule will be
consistent with plans described in the Design-Builder’s Proposal and will include detailed
scheduling for Phase 1 and higher level (major activities and milestones) scheduling for Phase 2.
It will be submitted in Draft form within 30 days of the Notice to Proceed.
Minimum Phase 1 activities for the Baseline Schedule will include the following:
1. All workshops and significant meetings
2. Development and review of all Phase 1 deliverables, including BODR and 60% design
submittals. Then 100% Issue for Construction design submittal.
3. Phase 1 Schedule development scope shall end upon acceptance of the Design-Builder’s
GMP Proposal, at which time any scope for schedule development and maintenance shall
have been included in the Phase 2 scope.
Minimum Schedule Requirements
Each activity in the detailed network diagram for all schedules will include the following
information:
1. Structured Work Breakdown
2. Sequential activity ID align with type and work location
3. Activity description quantifying limits of work
4. Activity dependencies
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5. Activity duration in units of working/calendar days
6. Start date
7. Finish date
8. Percent complete
9. Labor resource assignment (only in GMP submission)
10. Activity cost (only in GMP submission)
11. Listing of all deliverable related activities
12. A graphical cost and earned value curves based on early start/finish and late start/finish
The P6 Schedule updates will be submitted with the BODR milestone, 60% design milestone, and
GMP submissions. In addition, the Schedule will be updated whenever a Project change occurs
that would significantly affect the nature of Phase 1 Project activities, duration of activities,
network logic, or the scheduled Phase 2 design and construction Substantial Completion,
Acceptance, or Final Completion Dates. The schedule updates will be assigned a sequential
revision number.
Deliverables:
1. Baseline schedule.
2. Full schedule updates at the 60% milestone and GMP submissions.
3. Periodic schedule updates monthly or as needed to document changes.
– Procurement Plan
Prior to submitting its 60 Percent Design Package, the Design-Builder will develop a
preliminary Procurement Plan.
At a minimum, the Procurement Plan will incorporate the following:
1. Introduction, background and purpose
2. Planned work packages and estimated value
3. Self-performed work and competitively subcontracted work
4. Process for competitive proposals for bidding (consistent with Proposal
submittals provided during procurement) as well as the process for open-
book pricing for self-performed work
5. Subcontractor prequalification process
6. Subcontractor selection process
7. Procurement plan for all subcontractors, vendors, and material suppliers
(consistent with Proposal submittals provided during procurement).
8. Handling of long lead items and coordination with the Project schedule
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The Design-Builder will submit the Procurement Plan to OC SAN for review and comment. The
Design-Builder will prepare a revised Plan, addressing OC SAN’s comments, for inclusion in its
Contract Price Proposal Submittal Package.
Deliverables:
1. Draft and Final Procurement Plan
- Guaranteed Maximum Price Submittal and Phase 2 Amendment
Upon OC SAN’s request, the Design-Builder shall conduct all work necessary to develop,
revise, and negotiate its proposed Guaranteed Maximum Price (Proposal in accordance
with the requirements of the Progressive Design-Build Contract). A GMP is expected for
the Project after the 60-percent design submittal (subtask 3.2). The Design-Builder shall
utilize an “open book” approach to develop the GMP Proposal, providing OC SAN with full
access to the financial basis for the proposed GMP. (Note: Any Key Firms identified in the
submitted Statement of Qualifications are likewise required to develop costs on an open
book basis). These efforts are designed to prepare the documents and estimates as
accurately as possible and to keep OC SAN fully informed and involved with the design
and cost throughout the development of the GMP Proposal.
The Design-Builder will use the approved cost model for developing cost estimates and produce
a GMP proposal for OC SAN’s review and subsequent approval. The Design-Builder will
develop the GMP through a combination of cost estimates for self-performed construction,
general conditions, final design and engineering services during construction, and smaller
construction items, and targeted subcontractor and/or vendor bidding in a transparent and open-
book manner congruent with design development to create an acceptable cost (including
contingencies) to which the Design- Builder’s proposed fee and other fixed allocations or
allowances will be added for a complete GMP proposal. Design-Builder contingency included
as part of the GMP will be supported by an updated cost and schedule loaded risk register.
While OC SAN anticipates that the GMP Proposal will be requested at approximately the
60-Percent Design stage, the Design-Builder may propose multiple GMPs at an earlier or
later stage of design.
The GMP Proposal shall meet the requirements set forth herein and, in the Progressive
Design-Build Contract.
The GMP Proposal shall (at a minimum) include the items specified below. In the event
that an earlier or later Guaranteed Price Proposal is requested, the list below may be
modified through negotiation between OC SAN and the Design-Builder. OC SAN
reserves the right to request additional documents or information prior to accepting a GMP
Proposal.
Anticipated Requirements for GMP Proposal:
1. Revised 60-Percent Design documents including, but not limited to, Plans and
Specifications and submittals addressing OC SAN comments and any other
drawings or specifications necessary to define the baseline design for the
GMP Amendment.
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2. Proof of all permits and approvals that the Design-Builder was
responsible for obtaining during Phase 1, as identified in the
Progressive Design-Build Contract.
3. Identification of construction permits and approvals to be obtained by the
Design- Builder during Phase 2.
4. Finalized Design Criteria Package including Performance Criteria as jointly
developed by Design-Builder and OC SAN.
5. Proposed Design Build Schedule including an accompanying narrative
describing key assumptions in the proposed Baseline Design Build Schedule
upon which the Base GMP is based on including dates for Substantial
Completion and Final Completion.
6. Descriptive information on engineering, procurement, materials, construction
labor and equipment, design gap narratives, and other services necessary
to perform the Design Build work as required under the Progressive Design-
Build Contract.
7. The proposed direct Cost of Work as defined in the Design Build Contract and
including contingency, to which the Design-Builder’s proposed fee and other
fixed allocations or allowances will be added to establish a mutually agreed-
upon Guaranteed Maximum Price. Cost of Work for Phase 2 Services shall
include all services required for construction of the Project through Final
Completion, using the approved cost model. Supporting documentation for the
proposed Cost of Work of Phase 2 Services shall include, at a minimum:
• Subcontractor and materials vendor bids and quotations.
• Details supporting estimates for self-performed construction work (labor,
materials and equipment).
• Expense rates such as mileage charges, per diem for meals and lodging,
and personnel vehicle rentals.
• Unburdened rental rates on construction equipment, trailers, storage
and staging space and major tools.
• Allowances (where appropriate).
• Labor and expense costs for Engineering construction support
consistent with the Phase 2 professional services billing rates included
in the Progressive Design-Build Contract.
• Details for any other relevant labor, expense, or other costs.
8. Design-Builder contingency based on probabilistic assessment of risks
and cost consequences if realized, weighted for probability of occurring.
9. The proposed Guaranteed Maximum Price and breakdown consisting of the
proposed Cost of Work for Phase 2 Services, including proposed Design-
Builder contingency.
10. Details to support the possible implementation of a Guaranteed Maximum
Price delivery of the Project, including the Design-Builder’s fee and any
shared savings provisions. Any details which differ from those submitted in
the Proposal should be well-supported and are subject to OC SAN approval.
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11. Details to support the possible implementation of a Lump Sum delivery of the
Project, including a Lump Sum discount on the Design-Builder’s fees. Any
details which differ from those submitted in the Proposal should be well-
supported and are subject to OC SAN’s approval.
12. All other proposed Guaranteed Price pricing assumptions and clarifications
on terms and conditions used not covered in the preceding items in this
section.
13. A list of work activities, expenses and fees not included in the Guaranteed Price
which OC SAN may be expected to pay for.
After delivery of the initial draft Guaranteed Maximum Price Proposal, the Design-Builder
will conduct a workshop to present, review, and answer questions about the content of the
Guaranteed Price Proposal. The Design-Builder will continue to revise the Guaranteed
Price Proposal as needed and conduct additional workshops and meetings as needed to
obtain OC SAN approval.
Upon acceptance of the Guaranteed Maximum Price Proposal, all documents upon which
the Guaranteed Price Proposal is based shall be considered Contract Documents and shall
serve as the basis for the remaining design work and construction.
OC SAN shall have the sole authority to determine whether the Project will be completed with the
use of a Guaranteed Maximum Price or a Lump Sum as the basis for payment.
After OC SAN acceptance of a proposed Guaranteed Price, the Design-Builder and OC SAN shall
negotiate and finalize a GMP Amendment in accordance with the requirements of the Progressive
Design-Build Contract.
TASK 6 – DESIGN DEVELOMENT FOR VALVE #4 REPLACEMENT
At the request of OC SAN, this task has been added to the original Scope of Services for the
Project No. J-137 Project. Based on information provided to the Design and attendance at one
site visit to Plant 2, the following scope has been identified for Valve #4, a 78” butterfly valve
(BV) located in a concrete vault in the vicinity of the surge tank and EPSA pump station. This
valve is one of the decades old outfall valves that are critical to the ongoing performance of
plant operations, as well as to the successful completion of the Ocean Outfall Rehabilitation
The current reliability and operability of Valve #4 is in question, and it is likely nearing the end
of its’ useful operational and economic lifespan. This task has been provided based on a total
replacement in-kind of this valve. OC SAN is relying on Valve #4 to be operating as intended
prior to the scheduled date to divert flow to the short outfall. In collaboration with OC SAN, the
Design-Builder has reviewed the original records drawings (1952) as well as certain
subsequent repair plans (1994, 1996, and 2001) as well as conducted a visual inspection of
the valve and associated actuator during the week of September 8, 2025.
General: The Design-Builder services and deliverables for this task are limited to the design of
an in-kind replacement of the 78” Butterfly Valve and Electric operator installed and operating
in Valve Box (Vault) #4. The Design-Builder specifically excludes observation, assessment,
reporting, design deliverables, or other services related to the other critical valves on the
outfalls. This task also excludes any services related to structural, coastal, hydraulics,
chlorination / de-chlorination, heating and ventilation, corrosion, environmental, public outreach
or any other discipline.
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The scope of work includes the subtasks below and as defined herein:
Subtask 6.1: Project Management and Meetings
Subtask 6.2: Basis of Design Report (BODR) (to 30% Design)
Subtask 6.3: Design Development (to 60% Design Progress only)
Subtask 6.4: Permitting Support
Subtask 6.5: Pre-Construction Services and GMP Support (to 60% Design Progress)
The Design-Builder will visually review the valve and operator, with active support from the
Owner’s Operations staff to assess and document the configuration and details of the existing
valve and its operator.
Subtask 6.1 Project Management Valve #4 Supplement
This task includes additional budget to cover PM and meetings related to the valve design,
including regular design collaboration meetings, recurring bi-weekly progress meetings, and
monthly project reporting.
Subtask 6.2 Basis of Design Report Valve #4 Supplement
In advance of the site visit to commence with design work, the Design-Builder will solicit,
collect, and analyze record information, operation and maintenance (O&M) data supplied OC
SAN. This information shall include condition monitoring data, layout and design drawings,
equipment specifications, O&M manuals. The Design-Builder will conduct interviews with O&M
staff. This task does not include condition assessment of the existing valve.
Upon the Designer’s receipt of the requested historical documents and a review of site
conditions, Designer will commence with the development of the BODR outlining requirements
to replace in-kind the existing valve. This information will supplement the project BODR
prepared under Task 3.1. Work includes efforts to assess the known ground fault issue
associated with power supply to the valve and determine potential remedy or corrective actions
to repair the issue. Significant electrical design (redesign of circuit, transformer, switchgear,
motor control center, raceway, etc.) is not anticipated or included. Electrical repair will be
limited to replacement in kind of existing conductors from power connection to the valve. The
BODR will include a rough order of magnitude cost estimate supplement.
Deliverables:
1. Draft BODR supplement. Review comments on the Draft BODR supplement will be
incorporated into the 60% Design documents.
Subtask 6.3 60% Design Development Valve #4 Supplement
Design-Builder will develop a 60% design supplement to bring the valve into service so the
short outfall can be placed into service. Supplemental information related to the valve
replacement (excluding plant operations and potential temporary works/bypass if needed) will
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be added to the Startup and Commissioning Plan prepared as part of Task 3.2.3. The 60%
design will include drawings and outline specifications.
Deliverables:
1. 60% Design plans
2. Outline specifications
3. Responses to OC SAN’s consolidated comments on the 60% design submittal
Assumptions:
1. Design-Builder assumes that record O&M Manuals, drawings, specifications, etc. will be
provided by OC SAN.
2. Make, Model, Serial Number, date installed, and configuration of the existing valve will be
provided by OC SAN.
3. Assumes drawings of existing valve and electrical control systems will be provided in PDF
format
4. Design-Builder assumes the cooperation and assistance of OC SAN staff who are
knowledgeable of the valve installation at the time of inspection.
5. Assumes sufficient power exists at the distribution center (main power feed to valve #4)
to make modifications to the control systems for the valve. Significant electrical design
(redesign of circuit, transformer, switchgear, motor control center, raceway, etc.) is not
anticipated or included.
6. This work excludes:
o Structural work, coastal, hydraulics, chlorination / de-chlorination, heating / cooling
/ ventilation / dehumidification, corrosion, environmental, public outreach or any
other discipline.
Subtask 6.4 Contingency Plan Valve #4 Supplement
This task is to provide additional information to the Contingency Plan developed in Task 3.4 to
address the replacement of Valve #4. No additional deliverables will be developed separate
from the Contingency Plan document deliverable in Task 3.4.
Subtask 6.5 Permitting Valve #4 Supplement
Performance of this work anticipates that no additional permits will be required. The Design-
Builder will add content to the currently planned permits to address the replacement in-kind of
the valve.
Subtask 6.6: Pre-Construction Services and GMP Support Supplement
The Design-Builder’s work in Subtask 6.6 will generally follow the Designers’ work as described
in Task 5 of the originally proposed work described earlier in this document.
6.6.1 Cost Model and Estimates Supplement:
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The information required by the Design-Builder in Task 5.1 is to be modified specifically for
Task 6. This information will become part of Task 5.1.
6.6.2 Schedule & Construction Phasing Supplement
The information required by the Design-Builder in Task 5.2 is to be modified specifically for
Task 6. This information will become part of Task 5.2.
6.6.3 Procurement Plan
The information required by the Design-Builder in Task 5.3 is to be modified specifically for
Task 6. This information will become part of Task 5.3.
6.6.4 GMP Submittal and GMP Amendment
The Design-Builder will develop a valve replacement GPM supplement to include with the GMP
submittal package for the GMP Amendment.
ADDITIONAL SERVICES
TASK 7 – DESIGN DURING GMP EVALUATION (ALLOWANCE TASK)
At the option of OC SAN, the Design-Builder may be authorized to continue with Design Work
during evaluation and authorization of the GMP. This task is not expected to cover the entirety of
the final design work but to continue the work of developing the design toward the development
of the 100% Issued for Construction set of design documents. This set will be reviewed to confirm
it complies with the approved GMP. The 100% Issue for Construction Set will also be used for
quality assurance inspection during construction. There will be one 100% Issue for Construction
Set for each GMP that the Design-Builder proposes to develop as part of their Project approach.
TASK 8 – PHASE 1 PERMIT FEE (TO BE PAID DIRECTLY BY OC SAN
This Task is for all permits, plan checks, and inspection fees required for Phase 1 Services, as
identified in Attachment A.2, Permit Matrix, to secure the required permits for the Project and for
reimbursement of inspection fees during phase 1 of the Project.
OC SAN will directly pay for all permits, plan checks, and inspection fees.
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SCOPE OF WORK, PROJECT NO. J-137
Attachment A.1
Dechlorination System Design Criteria Memorandum
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SCOPE OF WORK, PROJECT NO. J-137
Attachment A.2
Project J-137 Permitting Matrix
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SCOPE OF WORK, PROJECT NO. J-137
Attachment A.3
Reference Documents
Exhibit 1 - J-2 Short Outfall 78-inch
Exhibit 2 - J-2-1 Short Outfall Extension 78-inch
Exhibit 3 - J-10 Long Outfall 120-inch
Exhibit 4 - J-39 Outfall Re-Ballast Project
Exhibit 5 - J-34-1 Outfall Reliability Project
Exhibit 6 - Oct 2023 – Long Outfall Tie-Rod Replacement Completion
Exhibit 7 - May 2023 – 78-Inch Ocean Outfall Condition Inspection Final Report
Exhibit 8 - May 2023 – 120-Inch Ocean Outfall Condition Inspection Final Report
Exhibit 9 - Sep 2015 – 78 Inch Outfall Inspection Final Report
Exhibit 10 - Sep 2015 – 120 Inch Outfall Inspection Final Report
Exhibit 11 - PS18-09 Long Outfall Condition Assessment Final Report
Exhibit 12 - Installation of End Gate Closure and Thrust Restraint for 120-inch Outfall
Exhibit 13 - 120-Inch and 78-Inch Ocean Outfalls O and M Manual
Exhibit 14 - J-39 Repair for Manhole No. 13 on 78-inch Outfall
Exhibit 15 - J-117B OM Manual_Ch1 Introduction_Draft_2024-09-06
Exhibit 16 - OC San_Final_NPDES_Permit_June 2021
Exhibit 17 - Outfall System Schematic
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10/28/2025
1
Ocean Outfalls Rehabilitation,
Project No. J-137
Presented by:
Don Cutler
Engineering Manager
Operations Committee
November 5, 2025
Outfalls Background
2
OC SanHuntington Beach Reclamation Plant
Long Outfall
120-in/27,400 ft
200 ft deep
Short Outfall
78-in/8,000 ft
60 ft deep
The 78-inch diameter Ocean Outfall (Short Outfall) was constructed in 1954, including a surge tower, land section, and a marine section
The 120-inch diameter
Ocean Outfall (Long
Outfall) was constructed in
1971 and consists of a
surge tower, land section,
and marine section
1
2
10/28/2025
2
3
Project Goals
•Extend the useful life of the Long Outfall
•Improve reliability of Short Outfall for duration of Long Outfall
rehabilitation
•Provide short- and long-term rehabilitation recommendations to
extend useful life of Short Outfall
4
•Perform detailed inspection of interior and exterior of the
Short Outfall
•Evaluation and removal of
sediments
•Closure of the rectangular
ports
•Cleaning of circular diffusers
Short Outfall Scope
Outfall WYE Structure
Outfall End StructureRectangular Ports
3
4
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3
5
•Develop short- and long-
term rehabilitation options
•Verify capacity of Short
Outfall
•Acceptance Test for reliability of Short Outfall
•Improvements for
temporary disinfection
system
Short Outfall Scope
End Structure Flap Gate Hinges
Typical Ballast in way of
Diffuser Pipe
Typical Diffuser Port
6
Long Outfall Scope
•Remove debris blocking
diffuser access
•Replace inspection opening
hold-down hardware
•Add additional ballast rock
•Rehabilitate or replace
existing manhole covers
and appurtenances
•Remove outfall sediment
deposits
•Replace flap gate
Flap Gate
Opening Hold-Down Hardware
Sediment Deposits
Existing Manhole Covers
5
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4
7
•One-Step RFP Procurement utilizing Best Value Selection
•Industry Forum Event for market outreach
•Individual meetings with interested design-builder firms
•RFP issued, initiating cone-of-silence period
•Proprietary meetings with Design-Builder firms
•Proposals received
Procurement Approach
8
PointsDescription
TECHNICAL PROPOSAL EVALUATION CRITERIA
Responsive/Non-ResponsiveProposer Profile and Minimum Requirements
20Project Understanding and Key Issues
20Project Team and Key Personnel
20Project Experience and References
20Project Delivery and Management Approach
10Cost Development and Procurement Approach
90Technical Proposal Maximum Score
PRICE PROPOSAL EVALUATION CRITERIA
10Phase 2 Design-Builder’s Fee
10Price Proposal Maximum Score
100TOTAL PROPOSAL MAXIMUM SCORE
Proposal Scoring Criteria
Considered after the final
score from interviews are
tallied
Proposal and Interview are
scored independently; final
ranking determined based
on sum of Interview score
and Price Proposal score
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•Three proposals received
•Interviews conducted with all three firms
•Aqueous Corporation selected through
best-value process
•Collaborative attitude
•Structured risk management approach
•Strong technical team
•Construction expertise with outfalls
•Skilled labor force availability
•Safety record
Selection Process
10
NegotiatedProposalTask Name
$2,737,921$2,737,921PM and Meetings
$6,841,438$6,841,438Field Investigations and Condition Assessment
$5,278,899$4,110,458Design and Guaranteed Maximum Price (GMP) Development
$1,271,742$502,882Permitting & CEQA
$16,130,000$14,192,699Total Phase 1 Services
Summary of Negotiations
Added scope:
•Design of the Outfall Valve No. 4 replacement ($705K)
•Design of the temporary chlorination tank ($150K)
•CEQA work ($1.1M)
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6
11
DifferenceRevisedBudgeted
Design-Builder Upper Limit
$6,100,000$12,600,000$6,500,000Design
$6,840,000$6,840,000-Inspection
$2,890,000$64,890,000$62,000,000Construction
$1,300,000$1,300,000-Permitting
$1,713,000$8,563,000$6,850,000Contingency (10%)
$18,843,000$94,193,000$75,350,000Subtotal—Design-Builder Upper Limit
Other Project Costs
-$7,941,724$7,941,724Owner’s Advisor
-$2,000,000$2,000,000Environmental Services
$617,000$2,555,276$1,938,276Staff Labor
$(360,000)$610,000$970,000Other Project Costs
$(8,600,000)$3,200,000$11,800,000Project Contingency
$10,500,000$110,500,000$100,000,000Total Project Costs
Increase to Project Upper Limit
12
A. Approve a project budget increase of $10,500,000 for Ocean Outfalls Rehabilitation, Project No. J-137, for a new
total project budget of $110,500,000;
B. Award a Progressive Design-Build Contract with Aqueos
Corporation to provide Phase 1 progressive design-build
services for Ocean Outfalls Rehabilitation, Project No. J-
137, for an amount not to exceed $16,130,000; and
C. Approve an upper limit for this Contract of $94,193,000, which includes contingency.
Recommendations
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7
Questions?
13
13
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4185 Agenda Date:11/5/2025 Agenda Item No:9.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-23
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for Santa Ana Trunk Sewer
Rehabilitation, Project No. 1-23;
B. Approve a project budget increase of $9,600,000 for Santa Ana Trunk Sewer Rehabilitation,
Project No. 1-23, for a new total project budget of $65,400,000;
C. Award a Construction Contract Agreement to Steve P. Rados, Inc., for Santa Ana Trunk Sewer
Rehabilitation, Project No. 1-23, for a total amount not to exceed $44,787,000; and
D. Approve a contingency of $4,478,700 (10%).
BACKGROUND
The Santa Ana Trunk,which carries sewage from the southern portion of Santa Ana and the northern
portion of Costa Mesa to the Orange County Sanitation District’s (OC San’s)Plant No.1,was
originally constructed in the early 1950s.Several projects have replaced or rehabilitated small
portions of the pipe and many of the manholes over the past 60 years.
Most of the Santa Ana Trunk between Bristol Street and Alton Avenue in Santa Ana consists of
unlined 42-inch and 48-inch diameter reinforced concrete pipe.A significant portion of the alignment
runs through easements that cross diagonally through a light industrial and commercial area rather
than along public streets.
This project will rehabilitate a portion of the Santa Ana Trunk Sewer north of Interstate 405.Work
includes rehabilitation of approximately 15,000 feet of large diameter sewers and associated
manholes in the cities of Santa Ana and Costa Mesa using the cured-in-place (CIPP)trenchless
rehabilitation method.
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RELEVANT STANDARDS
·Comply with California Public Contract Code Section 20103.8,award construction contract to
lowest responsive, responsible bidder
·Protect OC San assets
PROBLEM
Closed circuit television inspections and corrosion assessments revealed severe defects,including
exposed aggregate,exposed reinforcement steel and infiltration in the pipelines,as well as exposed
aggregate and liner detachment in some manhole structures.
PROPOSED SOLUTION
Award a Construction Contract Agreement to reline approximately 15,000 feet of 42-inch and 48-inch
sewers and rehabilitate associated manholes in the cities of Santa Ana and Costa Mesa.
TIMING CONCERNS
The facilities being rehabilitated are at the end of their useful life.This project will repair and extend
the useful life of deteriorated facilities and reduce the risks of potential spills.If this project is
delayed,the continued deterioration could increase the likelihood of structural failures and potential
sewage spills.
RAMIFICATIONS OF NOT TAKING ACTION
If this project is not approved,the continued corrosion of the pipes and manholes will increase the
risk of failure, potentially resulting in sewage spills and property damage.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
OC San advertised Project No.1-23 for bids on June 19,2025,and one sealed bid was received on
August 14, 2025. A summary of the bid opening follows:
Engineer’s Estimate $ 33,359,000
Bidder Amount of Bid
Steve P. Rados, Inc.$ 44,787,000
The bid was evaluated in accordance with OC San’s policies and procedures.
The Planholders list contained the names of thirty-seven (37)potential Bidders.On August 6,2025,
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File #:2025-4185 Agenda Date:11/5/2025 Agenda Item No:9.
The Planholders list contained the names of thirty-seven (37)potential Bidders.On August 6,2025,
prior to receipt of the Bid,a Pre-bid Survey was conducted of those companies on the Planholders
list.Thirteen (13)companies responded to the survey and of those thirteen (13),two stated that they
planned to bid.Since this is a large and very complex project involving large diameter sewers,staff
was not expecting more than two or three bids;therefore,competition was considered reasonable
based on the survey response.
After the single bid was received,a post-bid survey was conducted with the companies who
previously responded.One company initially planned to bid as a prime contractor but ultimately
chose to participate as a subcontractor to another firm.The second company also planned to bid;
however,its key subcontractor,responsible for a major portion of the work,chose to work exclusively
with another prime contractor.
Since the single bid amount was 34%higher than the engineer’s estimate,the bid validity period was
extended to allow staff time to validate the current project needs and potential alternatives.Staff re-
reviewed the alternative repair options,and their associated costs and public impacts.It was
determined that CIPP lining remains the most cost-effective method for pipeline rehabilitation.
With only one bid received,OC San worked closely with Steve P.Rados,Inc.,(Rados)to conduct a
detailed cost analysis using the backup documentation used to create their bid.This review,along
with two in-person meetings with the Rados team,revealed that the primary cost differences
compared to the engineer’s estimate stem from four key areas:CIPP lining,indirect staffing,traffic
control,and general and administrative (G&A),with smaller differences in dewatering,manhole
construction, and traffic signal conduit relocation.
Summary of findings:
1)CIPP Lining Costs
a)CIPP work will be completed in two seasons,rather than as a single,continuous operation
as assumed in the engineer’s estimate.Rados planned all CIPP lining during dry weather,
which limits scheduling flexibility and impacts productivity.
b)Four of the 25 CIPP lining segments will use a more time-intensive water curing method,
with the CIPP liner wet-out on-site.This approach introduces added risk due to limited
traffic control windows for these operations.
c)CIPP liner material must be shipped from Mississippi,increasing the unit cost due to
transportation expenses.
d) CIPP cost variance is approximately $2.4 million.
2)Indirect Staffing and Overhead Costs
a)Rados’s bid includes higher indirect costs due to the staffing levels needed to support
complex field operations with some overhead costs beginning before construction starts.
The project will be staffed by a project manager,two project engineers,one superintendent,
one half-time superintendent, and one half-time safety oversight professional.
b) Indirect staffing cost variance is approximately $3.4 million.
3)Traffic Control Costs
a)Traffic control was bid as less efficient than assumed in the engineer’s estimate,with setup
and breakdown activities reducing daily productivity to approximately six hours.Production
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and breakdown activities reducing daily productivity to approximately six hours.Production
will also be impacted by the need for both day and night work,along with seasonal school-
related restrictions.
b) Traffic control cost variance is approximately $1.5 million.
4)General and Administrative Costs
a)G&A costs and profit margins in the bid are consistent with Rados’s past projects and reflect
the risks of working in dense,high-traffic urban areas with extensive permitting
requirements.
b) G&A cost variance is approximately $2.2 million.
5)Other Costs
a)The engineer’s estimate also did not include several scope elements that Rados captured,
including dewatering operations for temporary manholes for bypass pumping,and two new
manholes.Rados priced dewatering as necessary for both temporary and new structures,
while the engineer’s estimate assumed a lower level of dewatering effort.
b) Dewatering cost variance is approximately $1.0 million.
c)Traffic signal utility relocation for two new air jumpers was bid as a permanent installation;
revising to a temporary design could yield an estimated $700,000 credit to the contract.
The bid reflects a realistic understanding of the project’s scale,complexity,and logistical challenges.
It reflects current market conditions,includes participation from qualified subcontractors,and adopts
a practical approach to managing construction risks.While only one bid was received,staff
determined that the bid aligns with current industry conditions.Revising the engineer’s estimate to
incorporate the findings described above results in a new estimate of $41.1M and a cost difference
that is 8% lower than the bid amount.
Re-advertising the project is unlikely to result in significant cost savings,and alternative delivery
methods may increase total project costs.Additionally,Rados has an exclusive teaming agreement
with Insituform,their CIPP subcontractor,making pricing reductions and the attraction of additional
bidders unlikely through a project repackaging and rebidding.There is also a limited number of
subcontractors that can furnish and install the CIPP liner size required for this project.
A notice was sent to all bidders on October 16,2025,informing them of the intent of OC San staff to
recommend award of the Construction Contract Agreement to Steve P. Rados, Inc.
Staff recommends awarding a Construction Contract Agreement to the lowest responsive and
responsible bidder, Steve P. Rados, Inc., for a total amount not to exceed $44,787,000.
CEQA
The project is exempt from CEQA under Class 1,2,and 3 categorical exemptions set forth in
California Code of Regulations Sections 15301 and 15303.A Notice of Exemption will be filed with
the Orange County Clerk-Recorder after OC San’s Board of Directors approves the Construction
Contract Agreement.
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File #:2025-4185 Agenda Date:11/5/2025 Agenda Item No:9.
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-5,Santa Ana Trunk Sewer Rehabilitation,
Project No.1-23).The project budget is anticipated to be increased in the upcoming budget approval
process for the following fiscal year.
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
VP:lb
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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 ........................................................................ 10
SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION .............. 10
SECTION – 15 SURETY BONDS ................................................................... 12
SECTION – 16 INSURANCE .......................................................................... 13
SECTION – 17 RISK AND INDEMNIFICATION .............................................. 22
SECTION – 18 TERMINATION ....................................................................... 22
SECTION – 19 WARRANTY ........................................................................... 23
SECTION – 20 ASSIGNMENT ........................................................................ 24
SECTION – 21 RESOLUTION OF DISPUTES ............................................... 24
SECTION – 22 SAFETY & HEALTH ............................................................... 24
SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM
ANNUAL REPORTING REQUIREMENT .............................. 24
SECTION – 24 HUMAN RESOURCES POLICIES ......................................... 25
SECTION – 25 NOTICES ............................................................................... 25
CONFORMED C-CA-050625 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 1 of 27
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. 1-23
SANTA ANA TRUNK SEWER REHABILITATION
This CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be
effective, this November 19, 2025, by and between Steve P. Rados, Inc., hereinafter referred to
as “CONTRACTOR” and the Orange County Sanitation District, hereinafter referred to as “OC
SAN”.
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OC SAN and CONTRACTOR agree as follows:
SECTION – 1 GENERAL
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR’s investigation of all such matters and is in no way relying upon
any opinions or representations of OC SAN. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
“Contract Documents” refers to those documents identified in the definition of “Contract
Documents” in the General Conditions, “Definitions”.
C-CA-050625 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 2 of 27
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. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 3 of 27
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. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 4 of 27
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. 1-23
SANTA ANA TRUNK SEWER REHABILITATION
CONFORMED C-CA-050625 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 5 of 27
SECTION – 4 PLANS AND SPECIFICATIONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. 1-23
SANTA ANA TRUNK SEWER REHABILITATION
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 nine hundred thirteen (913) 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 twenty-five (25) 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
C-CA-050625 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 6 of 27
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,
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”.
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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.
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
C-CA-050625 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 8 of 27
provided in approved Change Orders, the sum of Fourty-Four Million Seven Hundred
Eighty-Seven Thousand Dollars ($44,787,000) as itemized on the attached Exhibit A.
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements, and General Conditions (including but
not limited to Sections entitled “Mobilization Payment Requirements” and “Payment
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.
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The processing of payments shall not be considered as an acceptance of any part of the
Work.
B. As used in this Section, the following defined terms shall have the following meanings:
1. “Net Progress Payment” means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. “Progress Payment” means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by 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.”
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SECTION – 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, “Final Acceptance and Final Completion”, “Final Payment”; and Exhibit A,
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OC SAN shall proceed with the Final Acceptance as specified in General
Conditions.
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
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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.
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
C-CA-050625 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 12 of 27
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
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.
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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
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.
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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 Division 01 - Additional 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
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
CONFORMED C-CA-050625 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 15 of 27
waiver of subrogation shall be effective as to any individual or entity, even if such individual or
entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not
pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity
has an insurable interest in the property damaged.
A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury
and property damage. If aggregate limits apply separately to this contract (as
evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate
limit may be equivalent to the per occurrence limit. Coverage shall include each of
the following:
a. Premises-Operations.
b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Ten Million
Dollars ($10,000,000) which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, “Warranty (CONTRACTOR’s Guarantee)”, plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions. If aggregate limits apply separately to this
contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04),
then the aggregate limit may be equivalent to the per occurrence limit.
c. 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.
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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
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
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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
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
6. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance
for pollution liability covering bodily injury, property damage (including loss of use of
damaged property or property that has not been physically injured or destroyed),
cleanup costs, and defense costs (including costs and expenses for investigation,
defense, or settlement of claims). Coverage shall carry limits of at least Two Million
Dollars ($2,000,000) and shall apply to sudden and non-sudden pollution conditions
(including sewage spills), both at the site or needed due to migration of pollutants
from the site, resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants,
contaminants or pollutants.
If CONTRACTOR provides coverage written on a claims-made basis, 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
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continuous coverage will be maintained, or an extended discovery period will be
exercised, for a period of two years beginning from the time that the Project under
this Contract is completed.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by 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. 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 Section SP-12 THIRD PARTY INSURANCE
REQUIREMENTS may list such requirements and sample forms and requirements
C-CA-050625 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 20 of 27
from such Third Parties may be included in Division 01 - Additional General
Requirements.
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.
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
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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.
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
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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
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,
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or it may be terminated by OC SAN for its convenience provided that such termination is
effectuated in a manner and upon such conditions set forth more particularly in General
Conditions, “Termination for Default” and/or “Termination for Convenience”, provided that no
termination may be effected unless proper notice is provided to CONTRACTOR at the time and
in the manner provided in said General Conditions. If termination for default or convenience is
effected by OC SAN, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, “Termination for
Default” and “Termination for Convenience”.
SECTION – 19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OC SAN’s designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, “Final Acceptance and Final
Completion” that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OC SAN shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OC SAN may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR’s warranty shall continue as to any
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
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manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OC SAN may have against the CONTRACTOR
for faulty materials, equipment or Work.
SECTION – 20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OC SAN unless such assignment has had prior
written approval and consent of OC SAN and the Surety.
SECTION – 21 RESOLUTION OF DISPUTES
OC SAN and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OC SAN, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION – 22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled “Safety” and Exhibit B Contractor Safety Standards. OC SAN reserves the right
to stop Work for violations of safety and health standards until the hazardous conditions are
corrected. The right to stop Work includes the right to remove a contractor or its employees
from the worksite.
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,
CONFORMED C-CA-050625 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 25 of 27
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.
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
C-CA-050625 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 26 of 27
TO CONTRACTOR: Stephen S. Rados, CEO Steve P. Rados, Inc.
2002 E McFadden Avenue #200 Santa Ana, CA 92705 bid@rados.com
nguerrero@rados.com
CONFORMED C-CA-050625 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 27 of 27
IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Steve P. Rados, Inc.
2002 E McFadden Avenue #200
Santa Ana, CA 92705
By______________________________ Date _________________
______________________________ Printed Name
Its______________________________
CONTRACTOR’s State License No. 484452 (Expiration Date – 12/31/2025)
OC SAN: Orange County Sanitation District
By______________________________ Date _________________
Ryan P. Gallagher Board Chairman
By______________________________ Date _________________
Kelly A. Lore Clerk of the Board By______________________________ Date _________________ Kevin Work Purchasing & Contracts Manager
C-EXA-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
CONFORMED C-EXA-013025 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION 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.
C-EXA-013025 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 2 of 8
B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions – “Retained Funds; Substitution of Securities.” Payment of Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may request and 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.
CONFORMED C-EXA-013025 PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 3 of 8
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.
C-EXA-013025 CONFORMED PROJECT NO. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 4 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, “Final Acceptance and Final Completion”; and after 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. 1-23 SANTA ANA TRUNK SEWER REHABILITATION 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. 1-23 SANTA ANA TRUNK SEWER REHABILITATION 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. 1-23 SANTA ANA TRUNK SEWER REHABILITATION 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. 1-23 SANTA ANA TRUNK SEWER REHABILITATION Page 8 of 8
ATTACHMENT 2 – SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (Steve P. Rados, Inc.) BF-14 Schedule of Prices, Pages 1-3
10/29/2025
1
Santa Ana Trunk Sewer
Rehabilitation,
Project No. 1-23
Presented by:
Martin Dix
Engineering Manager Construction Contract Award
Operations Committee
November 5, 2025
Project Location
City of
Costa Mesa
City of
Santa Ana
Santa Ana Trunk
Sewer
Ha
r
b
o
r
B
l
v
d
.
Br
i
s
t
o
l
S
t
.
Alton Ave.
• Rehabilitate 15,000 feet of 42” and 48” sewer
• Rehabilitate 7 manholes
• Install 2 new manholes
• Install air jumpers at 2 existing siphons
MacArthur Blvd.
Sunflower Ave.
Fa
i
r
v
i
e
w
S
t
.
2
1
2
10/29/2025
2
• Built in 1950s
• Exposed Aggregate
• Infiltration
• Manhole Liner Failures
Santa Ana Trunk Sewer
Exposed Aggregates
Manhole Liner Failure
Infiltration
3
Cured-in-Place Pipe (CIPP)
Before
After
4
3
4
10/29/2025
3
5
Repair Manholes with Spray Coating
Before After
Impacted Properties
6
Santa Ana Trunk Sewer
5
6
10/29/2025
4
• Sewer and
manholes are within
OC San easement
• Requires temporary
construction
easements to
perform work
Temporary Construction Easements
1590 Corporate Drive Located east of
Hyland Drive
Front Entrance
7
• Bypass pipe to
temporarily collect local
flows
• Bypass located in
Union Pacific Railroad
(UPRR) right of way
Bypass in Union Pacific Railroad
Bypass Pipe
8
7
8
10/29/2025
5
Sewer Pipes in Busy Streets
22-inch local sewer
15-inch local sewer
15-inch local sewer
8-inch local sewer
8-inch local sewer
15-inch local sewer
Harbor Blvd. and
MacArthur Blvd.
• Manholes receive
flow from local
sewers
• Bypass setup in
median required
• Night and weekend
work
9
Bypass setup
Santa Ana Trunk Sewer
• Noise mitigation
• Duration restrictions
• Sequencing
constraints
• Parking impacts
Residential Bypass
OC San Manhole
10
9
10
10/29/2025
6
11
• Single bid received
• Difference $11,428,000
• Need $9,600,000
Bid
Results
$33,359,000Engineer’s Estimate
Amount of BidBidder
$44,787,000Steve P. Rados, Inc.
12
Major Cost Differences
Cost Difference
(millions)Item
$2.4CIPP Lining
$1.5Traffic Control
$3.4Indirect Staffing and Overhead
$2.2General and Administrative
$1.7Dewatering, Traffic Signal
$11.2Subtotal
11
12
10/29/2025
7
13
CIPP ($2.4M)
•2 dry seasons (bypass and traffic)
•21 standard shots
•4 wet-out (water cure)
•Shipped from Mississippi
Traffic Control ($1.5M)
•More setups and breakdowns
•Lower production
•3 FTEs to setup
•Changeable message signs
Rados Explanation
Indirect ($3.4M)
•More staff needed
•Day and night work
General and Administrative ($2.2M)
•Higher risk
•Higher profit margin
Dewatering/Traffic Signal ($1.7M)
•Recent dewatering experience
•Temp traffic signal
•Signal conduit
Revised Engineer’s Estimate $41.1M (8% lower)
14
•Considered other rehab methods
•UV CIPP, slip lining, spiral wound
•Industry review of CIPP Spec
•Review by industry experts
•Formal constructability review
•Value engineering
Design Activities
13
14
10/29/2025
8
15
•Very low competition in
large diameter CIPP
•Even lower when adding
long CIPP shots
•LA San has a much larger CIPP program
What Did We Learn?
16
• Need competition
• Outreach to Contractors
• Industry review during PDR
• Targeted reviews during design
• Time jobs with LA San
• Do in-person pre-bid meeting
• Add unit cost bid items
• Third party estimate
What Would We Do Differently?
15
16
10/29/2025
9
17
Recommend to the Board of Directors to:
A. Receive and file Bid Tabulation and Recommendation for
Santa Ana Trunk Sewer Rehabilitation, Project No. 1-23;
B. Approve a project budget increase of $9,600,000 for Santa
Ana Trunk Sewer Rehabilitation, Project No. 1-23, for a new
total project budget of $65,400,000;
C. Award a Construction Contract Agreement to Steve P.
Rados, Inc., for Santa Ana Trunk Sewer Rehabilitation,
Project No. 1-23, for a total amount not to exceed
$44,787,000; and
D. Approve a contingency of $4,478,700 (10%).
Recommendation
Questions?
18
17
18
OPERATIONS COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4186 Agenda Date:11/5/2025 Agenda Item No:10.
FROM:Robert Thompson, General Manager
Originator: Mike Dorman, Director of Engineering
SUBJECT:
SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-23
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement with Stantec Consulting Services,
Inc. to provide construction support services for Santa Ana Trunk Sewer Rehabilitation, Project
No. 1-23, for a total amount not to exceed $2,700,000; and
B. Approve a contingency of $270,000 (10%).
BACKGROUND
Stantec Consulting Services,Inc.,was selected as part of a competitive,qualifications-based
solicitation process to design Santa Ana Trunk Sewer Rehabilitation,Project No.1-23.At the time of
the solicitation,the Orange County Sanitation District (OC San)documented its intent to award a
subsequent agreement to the design consultant for continuation of engineering services during
construction.
This project will rehabilitate a portion of the Santa Ana Trunk Sewer north of Interstate 405.This will
include rehabilitation of approximately 15,000 feet of large diameter sewers and associated
manholes in the cities of Santa Ana and Costa Mesa using the cured-in-place (CIPP)trenchless
rehabilitation method.
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”
·Protect OC San assets
PROBLEM
This project requires the design consultant to provide as-needed services during construction
including submittal review,responding to the contractor’s requests for information,reviewing
construction change orders,participating in meetings,attending site visits,and preparing record
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File #:2025-4186 Agenda Date:11/5/2025 Agenda Item No:10.
construction change orders,participating in meetings,attending site visits,and preparing record
drawings.
PROPOSED SOLUTION
Award a Professional Construction Services Agreement with the design consultant,Stantec
Consulting Services, Inc., to provide engineering support services during the construction phase.
TIMING CONCERNS
Engineering support services will be required at the start of construction.Construction is anticipated
to start in January 2026.
RAMIFICATIONS OF NOT TAKING ACTION
The engineering support services needed to facilitate and review construction activities would not be
available by the Engineer of Record, which may negatively impact the contract execution.
PRIOR COMMITTEE/BOARD ACTIONS
April 2022 -Approved a Professional Design Services Agreement with Stantec Consulting Services,
Inc.to provide engineering services for Santa Ana Trunk Sewer Rehabilitation,Project No.1-23,for
an amount not to exceed $3,880,000 and approved a contingency of $388,000 (10%).
ADDITIONAL INFORMATION
Stantec Consulting Services,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 Stantec Consulting Services,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
reviews,and design revisions,as well as the level of effort for preparing record drawings.Based on
this review, staff determined the negotiated fee to be fair and reasonable for these services.
CEQA
The project is exempt from CEQA under Class 1,2,and 3 categorical exemptions set forth in
California Code of Regulations Sections 15301 and 15303.A Notice of Exemption was filed with the
OC Clerk-Recorder on April 29, 2022.
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-5,Santa Ana Trunk Sewer Rehabilitation,
Project No.1-23), and the budget is sufficient for the recommended action.
Orange County Sanitation District Printed on 10/28/2025Page 2 of 3
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File #:2025-4186 Agenda Date:11/5/2025 Agenda Item No:10.
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 Construction Services Agreement
·Presentation
VP:lb
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PCSA PROJECT NO. 1-23
Revised 050625 SANTA ANA TRUNK SEWER REHABILITATION
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 19th day of November, 2025 by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to
as "OC SAN"), and STANTEC CONSULTING SERVICES INC., (hereinafter referred to as "CONSULTANT"). WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT to provide construction support services for SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-23, (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 November 19, 2025 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee 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. 1-23
Revised 050625 SANTA ANA TRUNK SEWER REHABILITATION
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 30 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 Two Million Seven Hundred Thousand Dollars ($2,700,000). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs,
and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment “E” - Fee Proposal.
B. Labor As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project.
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C. Overhead
As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee
Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit
percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and
Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal.
E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of
Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal.
F. Direct Costs
OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” – Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above.
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G. Other Direct Costs
Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications 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.
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Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement.
I. Limitation of Costs
If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed 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:
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i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or
ii. The percentage of the work accomplished for each task.
OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each task or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per task basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, OC
SAN shall have the right to withhold any scheduled proportionate profit payment. 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.
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5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES
A. To the extent CONSULTANT's employees and/or Subconsultants who will
perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq,
CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the
DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations.
D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e).
6. DOCUMENT OWNERSHIP – SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS
A. Ownership of Documents for the 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.
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7. INSURANCE
A. General
i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur
within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent.
iii. Coverage shall be in effect prior to the commencement of any work under this Agreement.
B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this Agreement (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
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any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require
similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a
duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. 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. D. 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. E. 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. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional liability / errors and omissions insurance coverage with coverage limits of not less than Two Million Dollars ($2,000,000) in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder.
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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 or omissions 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. G. 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. 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 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.
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• Additional Insured (Automobile Liability)
Submit endorsement provided by carrier for OC SAN approval.
• Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for
OC SAN approval.
• Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I.
Cancellation and Policy Change Notice, below.
I. Cancellation and Policy Change Notice
The CONSULTANT is required to notify OC SAN in writing of any insurance
cancellation notice it receives or other knowledge of pending or actual insurance
policy cancellation, within two (2) working days of receipt of such notice or
acquisition of such knowledge. Additionally, the CONSULTANT is required to
notify OC SAN in writing of any change in the terms of insurance, including
reduction in coverage or increase in deductible/SIR, within two (2) working days
of receipt of such notice or knowledge of same.
Said notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle
Fountain Valley, CA 92708
Attention: Contracts, Purchasing & Materials Management Division
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.
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M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants
The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums
If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits
maintained by CONSULTANT. 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.
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10. ENGINEERING REGISTRATION
The CONSULTANT’s personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered
engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of
their subcontracts, and shall ensure that these rights are binding upon all Subconsultants.
B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect
costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted 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.
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Notices shall be mailed to OC SAN at:
ORANGE COUNTY SANITATION DISTRICT
18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Tiffany Kieu, Contracts Administrator
Copy: Victoria Pilko, Project Manager Notices shall be mailed to CONSULTANT at:
STANTEC CONSULTING SERVICES INC. 300 North Lake Avenue, Suite 400 Pasadena, CA 91101 Attention: Venu Kolli, Senior Principal Area Manager 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.
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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
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.
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21. WARRANTY
CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet
those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and
expenses including without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and OC SAN’s general and administrative expenses (individually, a “Claim”, or collectively, “Claims”) which may
arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or
willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from: (A) the sole or active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or
(C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, consultant, subconsultant, subcontractor, nor anyone
employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest
extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. 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.
PCSA PROJECT NO. 1-23
Revised 050625 SANTA ANA TRUNK SEWER REHABILITATION
Page 17 of 19
The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without
limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In
the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent,
then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims.
CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. 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.
PCSA PROJECT NO. 1-23
Revised 050625 SANTA ANA TRUNK SEWER REHABILITATION
Page 18 of 19
Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either:
i. Give the CONSULTANT a final Agreement Acceptance: or
ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or
otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance.
Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of
the work by OC SAN for any purpose nor imply acceptance of, or agreement with, the CONSULTANT’s request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof.
PCSA PROJECT NO. 1-23
Revised 050625 SANTA ANA TRUNK SEWER REHABILITATION
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: STANTEC CONSULTING SERVICES INC.
By __________________________________________________ Date
__________________________________________________ Printed Name & Title
ORANGE COUNTY SANITATION DISTRICT
By __________________________________________________ Ryan P. Gallagher Date
Board Chairman
By __________________________________________________ Kelly A. Lore Date Clerk of the Board
By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager
Attachments: Attachment “A” – Scope of Work Attachment “B” – Not 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
TK
SCOPE OF WORK Project No. 1-23
Page 1 of 11
SANTA ANA TRUNK SEWER REHABILITATION
PROJECT NO. 1-23
PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT
ATTACHMENT A – SCOPE OF WORK
SCOPE OF WORK Project No. 1-23
Page 2 of 11
TABLE OF CONTENTS
I. SUMMARY .......................................................................................................................... 3
II. PROJECT SCHEDULE ....................................................................................................... 3
III. PROJECT IMPLEMENTATION ........................................................................................... 3
PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES ............................................ 3
Task 4.1 – Project Management ............................................................................................... 4 Task 4.2 – Initial Project Meetings ............................................................................................ 5 Task 4.3 – Submittal Reviews ................................................................................................... 6 Task 4.4 – Request for Information (RFIs) ................................................................................ 7 Task 4.5 – Contract Document Modifications, Design Changes, and Change Orders ............... 7 Task 4.6 – Construction Progress Meetings and Site Visits ...................................................... 7 Task 4.7 – Contractor’s Baseline Schedule Review .................................................................. 8 Task 4.8 – Specialty Services ................................................................................................... 8
PHASE 5 – COMMISSIONING SERVICES – NOT USED ......................................................... 9
PHASE 6 – CLOSEOUT ........................................................................................................... 9
Task 6.1 – Final Inspection and Punch Lists ............................................................................. 9 Task 6.2 – Record Drawings ..................................................................................................... 9 Task 6.3 – Project Management ..............................................................................................10
IV. STAFF ASSISTANCE ........................................................................................................10
V. QUANTITATIVE ASSUMPTIONS ......................................................................................10
SCOPE OF WORK Project No. 1-23
Page 3 of 11
I. SUMMARY
Provide construction engineering support services for the construction, installation, and
closeout, for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-23.
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 titled
“Submittals”
Requests for Information As described under Task 4.4 titled “Requests for Information (RFIs)”
Record Drawings Draft Record Drawings shall be submitted to OC SAN within 90 Calendar days of receipt from OC SAN of the accepted Contractor’s As-Built Drawings. The Final Record Drawings shall be submitted within 30 Calendar days of receipt of OC SAN’s comments on the Draft Record Drawings. See also Task 6.2 requirements.
III. PROJECT IMPLEMENTATION
All Orange County Sanitation District (OC SAN) projects are divided into six phases. CONSULTANT shall provide engineering support services for Phase 4 Construction and Installation Services, Phase 5 Commissioning, and Phase 6 Closeout.
Phase 1 – Project Development – Completed
Phase 2 – Preliminary Design – Completed
Phase 3 – Final Design – Completed
Phase 4 – Construction and Installation Services
Phase 5 – Commissioning – Not Used
Phase 6 – Closeout
PHASE 1 – PROJECT DEVELOPMENT – completed
PHASE 2 – PRELIMINARY DESIGN – completed
PHASE 3 - FINAL DESIGN – completed
PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES
OC SAN will administer and provide field inspection for construction contracts. Construction and installation support services shall be provided by the CONSULTANT as requested by OC
SAN CONSULTANT shall refer to the Engineering Design Guidelines, Chapter 01 for detailed requirements.
CONSULTANT shall provide the key management personnel as described in their proposal on this project. CONSULTANT shall not reassign the key project personnel without prior approval
SCOPE OF WORK Project No. 1-23
Page 4 of 11
of OC SAN. OC SAN may request reassignment of any of the CONSULTANT’s or their subconsultant’s personnel, based on that individual’s performance.
For all services, CONSULTANT shall refer to Engineering Design Guidelines, Chapter 01 for detailed requirements.
Quality Assurance/Quality Control (QA/QC): CONSULTANT shall administer a program of
QA/QC procedures for producing quality work and shall effectively manage and control the work. Specific procedures shall include but not be limited to planning, coordination, tracking, checking, reviewing, and scheduling the work. CONSULTANT shall subject all work products prepared by the CONSULTANT to the CONSULTANT’s in-house QA/QC procedures prior to submittal to OC SAN. QA/QC hours and costs shall be incorporated into other tasks within this SOW.
Task 4.1 – Project Management
CONSULTANT shall be responsible for detailed management of the project, including managing its subconsultants, and shall keep OC SAN apprised of the status of the project.
CONSULTANT shall not reassign the key personnel without prior acceptance by OC SAN. OC SAN may request reassignment of any of the CONSULTANT’s personnel, based on that individual’s poor performance.
CONSULTANT shall conduct monthly project management meetings with OC SAN’s Project Manager. These meetings shall be attended by OC SAN’s Project Manager and
CONSULTANT’s Project Manager at a mutually agreeable time. The purpose of the meetings shall be to review the CONSULTANT Project Manager’s progress report and the status of the project scope, budget, and any issues which may affect completion of the project. Meetings
should be arranged so that the progress report can be submitted shortly prior to or at each meeting.
CONSULTANT shall prepare and submit monthly invoices to OC SAN no later than the second
Wednesday of the following month. The invoices shall document the man-hours and billing rate for each person that works on the project for each task in the Work Breakdown Structure (WBS). Overhead, profit, and any direct costs shall also be shown for each task. As part of the summary section of the invoice, CONSULTANT shall also include the following information:
• Budget
• Current billing period invoicing
• Previous billing period “total invoiced to date”
• Budget amount remaining
• Current billing period “total percent invoice to date”
• Current billing period “total percent completed to date”
The monthly progress report and project schedule shall be submitted with the project invoice as part of the monthly request for payment. The monthly progress report should adhere to Exhibit A – PCSA Monthly Report Template and Exhibit B – PCSA Status Tables.
CONSULTANT shall also provide the percent budget spent for each of OC SAN’s WBS cost codes (i.e. by work package and phase). OC SAN shall provide a list of cost codes by phase to the CONSULTANT.
CONSULTANT shall also provide a summary of progress and expenditures to date.
OC SAN will provide a sample invoice structure to CONSULTANT at the beginning of the
project.
SCOPE OF WORK Project No. 1-23
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Task 4.2 – Initial Project Meetings
4.2.1 - Construction Hand-Off Workshop
CONSULTANT shall participate in a two-hour construction hand-off workshop. The purpose of the workshop is for the CONSULTANT and OC SAN design teams to transfer project-specific knowledge to the OC SAN construction management and inspection staff who will be
managing and monitoring construction. Topics that might be covered in this meeting include the following:
• Overview of objective of the project
• Review of project elements
• Review of sequencing constraints
• Key issues to be addressed during construction
• Identification of risks and discussions of contingency plans
The workshop will be led by OC SAN’s Project Engineer and CONSULTANT’s Project Discipline Leads. CONSULTANT shall include its Project Manager and Project Engineer, as a minimum.
4.2.2 - PMWeb Procedures Meeting
The project will utilize PMWeb as the web-based Project Control Management System (PCMS). The PCMS shall be utilized for Project communication, tracking, and management. PCMS utilization is to facilitate the electronic exchange of information, the automation of key processes, and the overall management of the contract. When required by OC SAN, paper documents shall also be provided. In the event of discrepancy between the electronic version
and paper documents, the electronic documents within PCMS shall govern.
CONSULTANT shall participate in a one-hour PMWeb procedure virtual meeting. The training will be provided by OC SAN’s staff. The purpose of this meeting is to review the roles and
logistics for review, approval, and provision of various construction related documents. CONSULTANT’s Project Manager, Project Engineer, Project Assistant, and two other discipline leads shall participate in the virtual meeting.
4.2.3 - Submittal Review Procedures
CONSULTANT shall participate in a one-hour Virtual Submittal Procedure Meeting. The purpose of this meeting is to review the roles and logistics for review and approval of the Contractor submittals. CONSULTANT’s Project Manager and Project Engineer and document control staff who will be handling submittals shall participate in this meeting.
4.2.4 – Preconstruction Conference
CONSULTANT shall participate in a one-hour Preconstruction Conference attended by OC SAN staff, 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 CONSULTANT’s role in the project as the Design Engineer and the services CONSULTANT shall provide during construction. OC SAN will prepare meeting minutes and
CONSULTANT shall review and comment on the minutes. CONSULTANT’S Project Manager and Project Engineer shall participate in this meeting.
SCOPE OF WORK Project No. 1-23
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4.2.5 – Pre-Submittal Meetings
CONSULTANT shall attend pre-submittal meetings (two 2-hour meetings, unless otherwise
noted) specified for the following specifications sections:
• 02531 Cured-in-Place Pipe
• 02999 Temporary Handling of Sewage Flow (one meeting per bypass phase)
OC SAN will prepare the agenda and meeting minutes, and the CONSULTANT shall review
and comment on the minutes. CONSULTANT’s Project Manager and Project Engineer shall attend in person.
4.2.6 – Temporary Construction Easements
CONSULTANT shall lead a four-hour meeting discussing the Temporary Construction Easements with the OC SAN Resident Engineer, OC SAN Inspector, OC SAN Project Manager, and Contractor. Topics of the meeting shall include an overview of the easement, access path, work hours, and any other restrictions agreed upon for each private property.
Task 4.3 – Submittal Reviews
OC SAN will receive and log-in all submittals from the Contractor using PMWeb. OC SAN will forward copies of selected shop drawing and submittals requiring CONSULTANT review through PMWeb using PMWeb procedures. CONSULTANT shall review the shop drawings
and submittals for conformance with the requirements of the Contract Documents and return the submittal review comments to OC SAN within seven calendar days after receipt of submittal. CONSULTANT shall return comments to OC SAN allowing sufficient time for OC
SAN to incorporate all comments into a combined review comment set that OC SAN will return to the Contractor. CONSULTANT shall accommodate occasional expedited reviews for time sensitive submittals. Submittals shall include but not be limited to shop drawings, vendor tests,
certifications, and test reports. All submittals will be made available only electronically (PDF) through PMWeb.
See “Quantitative Assumptions” in this SOW for the number of submittals.
In addition, CONSULTANT shall attend 3-hour submittal review workshops for the following specification sections. The purpose of these workshops is to discuss issues associated with the submittal either immediately after the submittal is received, and/or after the submittal has been reviewed by all parties.
Spec Section Workshop Topic Upon Submittal Receipt Upon Submittal Review
02531 CIPP Design x
02531 Liner Submittal
Package x
02999 Bypass Plan Phase 1 x
02999 Bypass Plan Phase 2 x
02999 Bypass Plan Phase 3 x
02999 Bypass Plan Phase 4 x
02999 Bypass Plan Phase 5 x
SCOPE OF WORK Project No. 1-23
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Task 4.4 – Request for Information (RFIs)
OC SAN will log in and forward to CONSULTANT certain RFIs generated by the Contractor or
OC SAN. CONSULTANT shall return written responses to OC SAN as soon as possible or within five calendar days of receipt of RFI, clarifying the requirements of the contract documents. CONSULTANT shall generate necessary sketches, figures, and modifications to
the drawings for clarifications. When required to avoid schedule delay or additional construction-related costs, CONSULTANT shall expedite the review of time sensitive RFIs.
If any changes to the contract drawings are required, the CONSULTANT shall prepare these drawings and submit them as AutoCAD files or in PDF format as per direction from OC SAN. The CONSULTANT shall update all AutoCAD drawings and specifications upon OC SAN acceptance of any changes resulting from RFIs and change orders.
All RFIs will be made available electronically (PDF) through PMWeb.
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; CONSULTANT shall prepare preliminary change order documents and forward them to OC SAN, as needed. OC SAN shall review the proposed change and request 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. 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 date of change and reference (RFI number, RFP number, FCO number, etc.) shown on the document. Changes shown on drawings shall be clearly marked and “clouded” for accurate identification of the
scope of change by the Contractor and inspection staff. CONSULTANT shall maintain up-to-date Contract Documents. When a change is required on a contract drawing that has previously undergone a change, the updated drawing showing the previous change shall be used as the base document to identify new changes.
CONSULTANT shall submit complete change documentation to OC SAN for use in RFIs, RFPs, and FCOs. This change documentation shall include plan drawings, schematics, details, schedules, and specifications, as required.
CONSULTANT shall prepare cost estimates for the changes when requested by OC SAN.
See “Quantitative Assumptions” in this SOW for the estimated number of hours.
Task 4.6 – Construction Progress Meetings and Site Visits
CONSULTANT shall attend construction progress meetings as requested by OC SAN. The
scope includes time for meeting preparation, travel time, follow-up, and review of meeting minutes. Progress meeting minutes shall be prepared by OC SAN.
CONSULTANT shall attend or be available by phone for a one-hour construction weekly
progress meetings.
CONSULTANT shall make field visits to assist in field problem resolution and design clarification/verification to help resolve construction issues as they arise and as requested by
OC SAN. CONSULTANT shall report the nature of the field site visits, the problem resolved
SCOPE OF WORK Project No. 1-23
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and identify staff requesting the site visit in CONSULTANT’s monthly project report. OC SAN will provide project inspection, except as required in other sections of this scope.
See “Quantitative Assumptions” in this SOW for the estimated number of hours.
Task 4.7 – Contractor’s Baseline Schedule Review
OC SAN will review the Contractor’s baseline construction schedule and monthly updates for
compliance with the specified schedule submittal requirements. The CONSULTANT shall review the Contractor’s baseline schedule to confirm that the work plan indicated in the baseline schedule is consistent with the specified sequencing constraints. The CONSULTANT shall meet with OC SAN’s schedule reviewer to discuss key aspects on the Contractor’s baseline schedule. The CONSULTANT shall submit a memorandum describing any comments on the submittal. The CONSULTANT shall assume one resubmittal of the Contractor’s baseline schedule for review.
See “Quantitative Assumptions” in this SOW for the estimated number of hours.
Task 4.8 – Specialty Services
4.8.1 – Structural Engineering Services
CONSULTANT shall have the structural engineer of record conduct field visits and provide expert opinion in review of observation of the structural work associated with the construction
progress as directed by OC SAN.
See “Quantitative Assumptions” in this SOW for the estimated number of hours.
4.8.2 – Temporary Construction Easements
CONSULTANT shall have a real properties expert provide support in any instance where Temporary Construction Easements are impacted or in question as directed by the OC SAN.
See “Quantitative Assumptions” in this SOW for the estimated number of hours.
4.8.3 – Third-party CIPP Expert Submittal Review and Site Visits CONSULTANT shall retain the services of a third-party CIPP Expert for review of CIPP design shop drawing submittals and curing logs. The third-party CIPP expert shall be familiar with the
use of both ASTM F1216, Standard Practice for Rehabilitation of Existing Pipelines and Conduits by the Inversion and Curing of a Resin-Impregnated Tube, and ASCE MOP No. 145 Design of Close-Fit Liners for the Rehabilitation of Gravity Pipes. CONSULTANT shall return
any comments by the third-party CIPP Expert to OC SAN allowing sufficient time for OC SAN to incorporate all comments into a combined review comment set that OC SAN will return to the Contractor. All submittals will be made available only electronically (PDF) through PMWeb.
The third-party CIPP Expert shall also make periodic site visits to view CIPP installations and curing processes for general conformance with ASTM and/or ASCE methods.
See “Quantitative Assumptions” in this SOW for the number of submittals and site visits.
4.8.4 – Geotechnical Engineering Services
CONSULTANT shall have the geotechnical engineer of record be available to answer contractor RFI and questions from OC SAN regarding sub grade condition, soils, and any ground water concerns. The geotechnical engineer shall also provide additional groundwater sampling and testing as requested by OC SAN.
See “Quantitative Assumptions” in this SOW for the number of RFI’s.
SCOPE OF WORK Project No. 1-23
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4.8.5 – NOT INCLUDED IN SCOPE
PHASE 5 – COMMISSIONING SERVICES – NOT USED
PHASE 6 – CLOSEOUT
Closeout tasks include completion of punch list work by the Contractor, final inspection, completion of record drawings, and electronic data. CONSULTANT shall submit a final invoice
at the completion of the project.
Task 6.1 – Final Inspection and Punch Lists
CONSULTANT’s construction coordinator shall attend the final inspection job walk with the Contractor and OC SAN staff. CONSULTANT shall make recommendations on the completion of the work including, but not limited to, completion of punch list items, site cleanup, leakage, and overall system operations. Each engineering discipline will be involved in the final inspection job walk. The final inspection will be prior to OC SAN beneficial occupancy.
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.
Task 6.2 – Record Drawings
When requested by OC SAN, the CONSULTANT shall attend preliminary as-built meetings with OC SAN and the Contractor and shall inspect the Contractor’s as-built drawings to verify that the Contractor has included all relevant information from approved change orders and RFIs. As part of the review process, the CONSULTANT shall verify that the Contractor’s 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 Contract Drawings and that the information in the set is complete. CONSULTANT shall allow for four
meetings/visits per year to review the Contractor’s as-built drawings.
After Final Completion of the project, OC SAN will transmit to the CONSULTANT the final as-built drawings from the Contractor. At that time, the CONSULTANT shall meet with OC SAN’s
inspectors and Resident Engineer to review the Contractor’s final as-built drawings.
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. 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 Resident Engineer for review of the changes and acceptance of the Record Drawings.
When no additional comments are identified, CONSULTANT shall prepare the Final Record Drawings and submit them along with the Contractor’s field markup set to the Project Manager. All record drawings shall contain a stamp indicating:
“Record Drawings
These record drawings have been prepared based on information provided by others. The Engineer has not verified the accuracy of this information and shall not be responsible for any
errors or omissions which may be herein as a result.”
SCOPE OF WORK Project No. 1-23
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The stamp shall be placed in the space provided in the title block. In addition, a note shall be placed over the engineer’s seal stating that “This drawing was originally approved for
construction by [name of engineer] on [date] and sealed by [name of engineer] a licensed professional engineer in the State of California No. [License number] “. CONSULTANT shall submit an electronic copy of the record drawings to OC SAN for review and approval. The
acceptance of the record drawings shall be deemed a condition for completion of work.
Contractor-generated drawings described in the Design Guidelines and the shop drawings will not be updated by CONSULTANT.
The format and quantities for delivery of the submittals shall be listed below:
Contents Draft Record Drawings Final Record Drawings
Hard Copy Sets 2 sets of bound 11x17 prints None
All related electronic files, including CAD and compiled PDFs
Transmit electronically via OneDrive Transmit electronically via OneDrive
Task 6.3 – Project Management
CONSULTANT shall also include project management support man-hours related to closeout activities per requirements stated in Phase 4, Project Management Task.
IV. STAFF ASSISTANCE
OC SAN staff member or designee assigned to work with CONSULTANT on the construction phase of this project is Victoria Pilko at (714) 593-7189, e-mail to: vpilko@ocsan.gov.
V. 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. 1-23
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Task Description Assumption
4.1 Project Management 30 months duration from construction NTP to
construction completion
4.3 Submittals 500 original submittals
250 resubmittals
8 Submittal Review Workshops
4.4 Requests for Information 120 RFIs
4.5 Design Changes 120 man-hours
4.5 Cost Estimating for Design Changes 40 man-hours
4.6 Construction Progress Meetings & Site Visits (not including meetings specified in Task 4.2)
24 person-visits
4.8.1 Structural Engineering Services 20 man-hours for five site visits during the construction phase
4.8.2 Temporary Construction Easements 40 man-hours for support during the
construction phase
4.8.3 Third-party CIPP Expert 150 original submittals
50 resubmittals
8 site visits
4.8.4 Geotechnical Engineering Services 10 RFIs
18 groundwater samples and tests
6.3 Project Management 5 months duration from construction
completion to completion of as-built drawings
10/28/2025
1
Santa Ana Trunk Sewer
Rehabilitation,
Project No. 1-23
Presented by:
Martin Dix
Engineering Manager Professional Construction Services Agreement
Operations Committee
November 5, 2025
2
• Submittal Reviews
• Request for Information (RFIs)
• Field Changes
• Construction Meetings
• Site Visits
• Record Drawings
Construction
Support
Services
1
2
10/28/2025
2
3
Recommend to the Board of Directors to:
A. Approve a Professional Construction Services Agreement
with Stantec Consulting Services, Inc. to provide construction
support services for Santa Ana Trunk Sewer Rehabilitation,
Project No. 1-23, for a total amount not to exceed
$2,700,000; and
B. Approve a contingency of $270,000 (10%).
Recommendation
Questions?
4
3
4
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.