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HomeMy WebLinkAboutA-2005-057 A-2005-057 Contract No. CP-0414 ORANGE COUNTY SANITATION DISTRICT COOPERATIVE PROJECTS PROGRAM CONTRACT RECITALS WHEREAS, this Contract is entered into on 1V\AfcJl J..I , 2002" by and between the Orange County Sanitation District (hereinafter referred to as "DISTRICT") whose address is P.O. Box 8127, Fountain Valley, California 92728, and the City of Santa Ana (hereinafter referred to as "AGENCY"); and WHEREAS, DISTRICT is a duly organized County Sanitation District, existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and WHEREAS, DISTRICT implemented a Cooperative Projects Program to co-fund wastewater projects sponsored by agencies located within DISTRICT's service area. DISTRICT's Board of Directors has the authority to enter into Cooperative Projects Program contracts to implement the program. DISTRICT's Board of Directors has authorized a contract with AGENCY for the project described in Exhibit "A" (Project Description/Statement of Work, hereinafter the "Project"), attached hereto and by reference made a part of this Contract; and WHEREAS, AGENCY has met the requirements for receipt of Cooperative Projects Program Funds as set forth in AGENCY'S Cooperative Projects Program Application. NOW THEREFORE, the parties agree as follows: AGREEMENT 1. AUDIT - AGENCY shall at least once every year, or within two (2) years of the termination of this Contract if the term is less than two (2) years, be subject to an audit by DISTRICT, or its authorized representative, to determine if the revenues received by AGENCY were appropriately spent for the Project described in Exhibit "A", DISTRICT shall coordinate such audit through AGENCY'S audit staff. If an amount is found to be inappropriately expended, DISTRICT may withhold revenue from AGENCY in the amount equal to the amount that was inappropriately expended. Such withholding shall not be construed as DISTRICT's sole remedy and shall not relieve AGENCY of its obligation to perform under the terms of this Contract. 2. WATER CONSERVATION BMP - AGENCY agrees to adopt the Best Management Practices (BMP) for water conservation, more particularly described in Exhibit "0" (Water Conservation - Best Management Practices) attached hereto and by reference made a part of this Contract. 3. TERM - The term of this Contract is from date of contract execution by both parties through completion of the Project or November 1, 2006, whichever occurs first unless terminated earlier as provided for in Paragraph 4 below. AGENCY must submit all Project requests for reimbursement to DISTRICT within sixty (60) days of completion of project deliverables. Failure to meet the project completion deadline will result in forfeiture of Cooperative Projects Program funding, provided, however, that in the event that AGENCY is unable to complete the Project within the term required herein due to unforeseen or unavoidable circumstances, or by mutual agreement by both AGENCY and DISTRICT. DISTRICT may extend the term of this Contract for an additional period of up to 18 months subject to approval by DISTRICT's General Manager. Such extension shall be made only by written agreement signed by both parties hereto. Any extensions beyond 18 months may be approved only by DISTRICT's Board of Directors. 4. TERMINATION - In the event that any party fails to comply with any term or condition of this Contract, or fails to provide the services in the manner agreed upon by the parties, including, but not limited to, the requirements as set forth in Exhibit A, and Exhibit "C" (Project Milestone Schedule), attached hereto and by reference made a part of this Contract, the failure shall constitute a material breach of this Contract. The non-breaching party shall have the sole and exclusive option either to notify the breaching party that it must cure this breach within 15 days or provide written notification of its intention to terminate this Contract upon 30 days written notice. Notification shall be provided in the manner set forth in Paragraph 21 below. Termination shall not be the exclusive remedy of the non-breaching party. The non-breaching party shall have the right to seek any and all remedies provided by law. DISTRICT reserves the right to terminate this Contract without cause and shall reimburse AGENCY for actual costs incurred in performance of this Contract through the effective date of termination if DISTRICT terminates this Contract without cause. DISTRICT may terminate this Contract at any time, without cause, upon giving AGENCY 30 days written notice. 5. INSURANCE - Prior to the start of this Contract, AGENCY shall furnish evidence of standard form of commercial or comprehensive general liability insurance with a combined single limit per occurrence (general and automotive) of One Million Dollars ($1,000,000.00). AGENCY shall maintain such coverage during the term of this Contract and any extensions thereof. Subject to notice to and approval of DISTRICT, Agency may fulfill its insurance obligations through one of the following: (i) self-insurance; (Ii) by providing coverage through a joint powers insurance authority (JPIA), which is duly formed under the laws of the State of California; or (ili) utilizing a combination of self-insurance and JPIA coverage. AGENCY shall require any Contractor performing services funded by this Contract to also provide evidence of standard form commercial or comprehensive general liability insurance for any Project requiring work to be performed in a public right-of-way. The policy shall have a combined single limit of Two Million Dollars ($2,000,000.00) per occurrence for bodily injury, including death, personal injury, property damage, and products liability, with Five Million Dollars ($5,000,000.00) general policy aggregate; or, alternatively Two Million Dollars ($2,000,000.00) aggregate separate for this Contract. AGENCY shall require its contractor to maintain such coverage during the duration of its Project work. DISTRICT shall be named as an additional insured by endorsement to each liability policy referred to herein and each policy shall require thirty (30) days advance written notice of modification or termination of any such insurance shall be given by the insurer to DISTRICT. Any modification of the insurance provided shall be subject to pre-approval by DISTRICT. If AGENCY, or its contractor, fails to maintain the required insurance coverage, DISTRICT reserves the right to terminate this Contract or purchase such additional insurance and bill AGENCY or deduct the cost thereof from any payments owed to AGENCY. DISTRICT shall have no obligation, however, to purchase additional insurance. 6. INDEMNIFICATION - AGENCY agrees to hold harmless, defend, and indemnify DISTRICT, its officers, employees, agents, representatives, and successors-in- interest against any and all loss, damage, cost, or expense which DISTRICT, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay by reason of any injury or property damage caused or incurred by AGENCY, its employees, contractors, sub-agency's contractors, or agents in the performance of this Contract, including but not limited to, any contract between Agency and any third party for the performance of work as part of the Project. Sub-agency means an agency, other than the AGENCY, that either performs or hires contractor(s) to perform work on the Project. 7. PAYMENT A. DISTRICT shall pay AGENCY a Firm Fixed Price of One Hundred and Fifty Thousand Dollars ($150,000.00) upon completion of the Project on a reimbursement basis. Any funds not expended upon early Contract termination or Contract completion shall revert back to the Cooperative Projects Program. Payment of charges shall be made by DISTRICT to AGENCY within 60 days after approval by DISTRICT of an itemized invoice prepared and fumished by AGENCY to DISTRICT. B. An invoice submitted to DISTRICT for payment must be prepared in duplicate, on AGENCY letterhead, and list DISTRICT Contract number, period covered by invoice, and AGENCY'S Employer Identification Number and be submitted to: Orange County Sanitation District, P.O. Box 8127, Fountain Valley, CA 92728. Attn: Accounts Payable Department. Proof of project expenditures must be provided with the AGENCY invoice. As proof of project expenditures, AGENCY may provide copies of checks or warrants with corresponding invoices or purchase orders, receipts, and labor reports. For construction projects, AGENCY is required to provide to the DISTRICT a copy of the check to the contractor showing payment of final retention. C. No funds shall be paid to AGENCY pursuant to this Contract, until the Project, as set forth in Exhibit A, is completed and proof of completion is provided to DISTRICT. If the Project as described in Exhibit A is not completed and satisfactory proof of completion is not provided to DISTRICT, no monies shall be due and payable to AGENCY. Proof of completion shall include a Final Report detailing the work that was done. D. For closed circuit television monitoring ("CCTV') projects, proof of completion shall also include a notarized letter from the City Engineer, Public Works Director, or City Manager affirming that the monitored sewers were constructed in or before 1960 or meet one or more of the following criteria: (1) Pipe material must be clay tile or glazed clay, asbestos cement, uncoated concrete, or Orangeburg; (2) Joint configuration with high risk (i.e., high inflow/infiltration potential) must be hand mortared, packed joint with oakum- asphaltic materials, jute, or other hand packed materials; and (3) Other high-risk materials must be approved by the DISTRICT before the AGENCY commences work. (4) Sewers are located in high groundwater or in areas which show evidence of high infiltration as determined from the DISTRICT's long-term flow monitoring. E. For closed circuit television monitoring ("CCTV") projects, the methodology of evaluation, data collection, and reporting criteria used for the National Association of Sewer Service Companies NASSCO certification shall be practiced for all CCTV evaluations. A structural pipe rating for each sewer segment shall be assigned using the NASSCO PACP condition grading system. F. Additional Cooperative Projects Program Funds will not be available to fund Project cost overruns. Any Project cost overruns must be funded from other than the Cooperative Projects Program. G. The Firm Fixed Price amount shall not exceed 50% of the total Cooperative Projects Program funds applied to the Project as set forth in Exhibit A. Exhibit "B" (Project Cost Breakdown), and Exhibit C, attached hereto and by reference made a part of this Contract. H. If, at the completion of the Project described in Exhibit A, the actual amount of Cooperative Projects Program Funds utilized in performance of the Project is less than the amount described in Exhibit B, the Firm Fixed Price amount reimbursed by DISTRICT to AGENCY shall not exceed 50% of the total Project cost. 8. COMPLIANCE WITH APPLICABLE LAWS - AGENCY shall comply with all federal, state, and local laws, ordinances, codes, and regulations and orders of public authorities in the performance of this Contract. In any contract that Agency issues to carry out the Project, Agency shall include a provision that requires the contractor and any of its subcontractors to comply with all federal, state, and local laws, ordinances, codes, and regulations and orders of public authorities in the performance of this Contract. 9. EMPLOYEES OF AGENCY A. With regard to Project work, AGENCY shall be responsible for the cost of compensation to its employees, including but not limited to vacation benefits, health benefits, sick leave, severance pay, and pay for legal holidays. B. With regard to Project work, AGENCY shall pay all federal and state payroll taxes for its employees and shall maintain worker's compensation and liability insurance for each of its employees. C. With regard to Project work, AGENCY, its officers, employees, agents, or representatives shall in no manner be considered employees or agents of DISTRICT nor shall AGENCY, its officers, employees, agents, or representatives be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by DISTRICT to its employees. 10. OWNERSHIP - Title and full ownership rights to any products purchased or developed under this Contract shall at all times remain with AGENCY. 11. NON-DISCRIMINATION - In the performance of this Contract, AGENCY shall not discriminate in recruiting, hiring, promotion, demotion, or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age, or physical handicap and shall comply with the provisions of the California Fair Employment & Housing Act (Government Code Section 12900, et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto, Executive Order No. 11246 (30 Federal Register 12319), and all administrative rules and regulations issued pursuant to said Acts and Order. AGENCY shall likewise require each sub-agency to comply with this paragraph. In any contract that Agency issues to carry out the Project, Agency shall include a provision that requires the contractor and any of its subcontractors to comply with the above- mentioned federal and state laws, regulations, and orders. 12. ASSIGNMENT - The rights granted hereby may not be assigned, sold, licensed, or otherwise transferred by either party without the written consent of the other, and any attempt by either party to do so shall be void upon inception. 13. NON-EFFECT OF WAIVER - AGENCY'S or DISTRICT's failure to insist upon the performance of any or all of the terms, covenants, or conditions of this Contract, or failure to exercise any rights or remedies hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants, or conditions or of the future exercise of such rights or remedies. 14. ATTORNEY'S FEES - In the event any legal proceeding or action (including arbitration) is filed in connection with the enforcement or interpretation of this Contract, each party shall bear its own attorney's fees and costs. 15. FORCE MAJEURE - Neither DISTRICT nor AGENCY shall be liable or deemed to be in default for any delay or failure in performance under this Contract or interruption of services resulting, directly or indirectly, from acts of God, civil or military authority, acts of pUblic enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor, or transportation, or any similar cause beyond the reasonable control of DISTRICT or AGENCY. 16. SEVERABILITY - In the event that anyone or more of the provisions contained in this Contract shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this Contract, and this Contract shall then be construed as if such unenforceable provisions are not a part hereof. 17. HEADINGS - Headings on the paragraphs of this Contract are for convenience and reference only, and the words contained therein shall in no way be held to expiain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Contract. 18. DUPLICATE EXECUTION - This Contract is executed in duplicate. Each signed duplicate shall have the force and effect of an original. 19. GOVERNING LAW - This Contract shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of any dispute shall be Orange County, California. 20. PRE-CONTRACT COSTS - Any costs incurred by AGENCY prior to DISTRICT receipt of a fully executed Contract shall be incurred solely at the risk of AGENCY. In the event that a formal contract is not executed, DISTRICT shall not be liable for any amounts expended in anticipation of a formal contract. Notwithstanding the foregoing, pre-contract cost expenditures authorized by this Contract may, in the District's sole discretion, be reimbursed in accordance with the cost schedule and payment provision of this Contract. 21. NOTICES - All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of (I) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (Iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: IF TO DISTRICT: Orange County Sanitation District P.O. Box 8127 Fountain Valley, CA 92728-8127 Attn: Board Secretary IF TO AGENCY: City of Santa Ana 220 S. Daisy Ave. Santa Ana, CA 92703 Attn: Ray Burke Any Party may, by written notice to the others, designate a different address, which shall be substituted for that specified above. 22. ENTIRE CONTRACT - This Contract represents the entire agreement between the parties hereto with respect to the Cooperative Projects Program Contract between AGENCY and DISTRICT, and there are no understandings, representations, or warranties of any kind except as expressly set forth herein. No waiver, alteration, or modification of any of the provisions herein shall be binding on any party unless in writing and signed by the party against whom enforcement of such waiver, alteration, or modification is sought. 23. RECITALS - The Recitals above are hereby incorporated in this paragraph as though fully set forth herein and each party to this Contract acknowledges and agrees that such Party is bound, for purposes of the Contract, by the same as though set forth in full in this section. IN WITNESS WHEREOF, the parties of this Contract have caused this Contract to be duly executed on their behalf by their authorized representatives on the date hereinabove. ORANGE COUNTY SANITATION DISTRICT BY~ C~r, oard of Directo~ BY;?~ . (-(' Secreta Board of irectors APPROVED AS TO FORM: THOMAS L. WOODRUFF DISTR T COU B ::TYOFS~~ c' M n r BY~~ Clerk of The Council APPROVED AS TO FORM: JOSEP~iT~;R ~t{ \t r,n I~' ~ - r JDH:AT:sa EDMS 003786284 xecutlve Director Public Works Agency Exhibit A Project Description/Statement of Work Exhibit A Project Description/Statement of Work This project will provide $300,000 for video inspections of approximately fifty miles of sewer mains at target areas citywide. The mains videotaped will be selected based upon age and maintenance history. PROJECT GOALS AND OBJECTIVES: This project will provide for video inspection of approximately 50 miles of existing sewer mains citywide. The mains to be inspected will be selected based upon age and maintenance history. Mains meeting the OCSD criteria (I.e., clay pipe, constructed prior to 1960, other high risk materials) will be targeted in this project. Information gathered from this effort will be used to prioritize ongoing main rehabilitation/replacement program. SCOPE OF WORK 1. Prepare bid documents. 2. Advertise project for bid. 3. City Council bid award. 4. Complete contract work by contractor. PROJECT END PRODUCTS AND DELlVERABLES The completion of this project will result in a videotape inventory of approximately 50 miles of existing sewer main. This data will be used to begin implementation of a main rehabilitation/replacement program. PROJECT LOCATION The CCTV work will be citywide, locations to be determined based upon age and maintenance logs. -3- Exhibit B Project Cost Breakdown EXHIBIT B: PROJECT COST BREAKDOWN (Please Include this page as part of your Cooperative Projects Grants Program Application) A. Please provide the following information regarding project funding: . What is your funding contribution? $ 150,000 . When will your funding become available? Currently available B. Please provide the following Project Cost by Category Information: PROJECT COST BY FUNDING CATEGORY AMOUNT 1. AGENCY funds available in FY2004-05 $ $150,000 2. Cooperative funds requested $ $150,000 3. Additional Project Co-Funding $ 0 4. Total Project Cost $ $300,000 YES NO Is the Cooperative Projects Grants Program Funds X 0 request less than or equal to 50% of the Total Proposed Project Cost? Is the Cooperative Projects Grants Program Funds 0 X request less than or equal to 25% of the Total Proposed Project Cost? Does the applicant have sufficient funds available to X 0 cover the total project cost, considering that the Cooperative Projects Grants Program Funds are available on a reimbursement-basis only? Does the applicant have sufficient funds available to X 0 cover ANY costs increases, considering that increases in the Cooperative Projects Grants Program Fund will not be available? -5- C. Please list all funding sources other than the Cooperative Projects Grants Program: NON-COOPERATIVE PROGRAM FUNDING SOURCE AMOUNT 1. City of Santa Ana Sanitary Sewer Service Fee $ 150,000 2. $ 3. $ 4. $ TOTAL OTHER PROJECT CO-FUNDING: $ 150,000 D. As applicable, please list all project costs by cost element. Please provide as much detail as practicable when detailing project costs. For example, please provide labor categories, hourly rates, number of hours, etc. when defining labor costs. Please return this page as part of your Project Application: CAPITAL EQUIPMENT COSTS (PIPE. MANHOLE AMOUNT FRAME AND COVER. ETC.) 1. $ 2. $ 3. $ 4. $ TOTAL CAPITAL EQUIPMENT COSTS: $ DIRECT LABOR COSTS Cincludlna overhead and AMOUNT benefits): 1. Labor hours x $/hour = $ 2. Labor hours x $/hour = $ 3. Labor hours x $/hour = $ 4. Labor hours x $/hour = $ TOTAL DIRECT LABOR COSTS: $ -6- OTHER DIRECT LABOR COSTS, INCLUDING SUB. AMOUNT AGENCIES: 1. Contract videotaping of sewer system, estimated at $ 300,000 $300,000 for 50 miles 2. $ 3. $ 4. $ TOTAL OTHER DIRECT LABOR COSTS: $ 300,000 ADMINISTRATIVE COSTS: (Specify methodology for costs, I.e. % of project costs, actual cost breakdown etc.) $ 300,000 TOTAL PROJECT COST: $ Please note that the Total Project Cost reflected in subsections Band 0, above should be consistent. -7- Exhibit C Project Milestone Schedule EXHIBIT C: PROJECT MILESTONE SCHEDULE MILESTONE COMPLETION DATE Task 1. - Enter Aareement with O.C.S.D. December 15, 2004 Task 2 - Prepare bid documents February 7, 2005 Task 3 - Advertise for bids March 7, 2005 Task 4 - Bid openino Aoril 29, 2005 Task 5 - City Council award contract June 6, 2005 Task 6 - Becin videotapino Julv 11, 2005 Task 7 - Interim reoort to O.C.S.D. December 31, 2005 Task 8 - Proiect comoletion Julv 31, 2006 Task 9 - Final report to O.C.S.D. October 31, 2006 -8- Exhibit D Water Conservation - Best Management Practices Exhibit D . . Water Conservation - Best Management Practices In 1999, the Santa Ana City Council approved participation in the Memorandum of Understanding Regarding Urban Water Conservation in California and executed the Memorandum of Understanding (MOU) on behalf of the City. The Best Management Practices include the following: 1. Water survey programs for single family residential and multi-family residential customers. 2. Residential plumbing retrofit 3. System water audits, leak detection and repair 4. Metering with commodity rates all new connections and retrofit of existing connections 5. Large landscape conservation programs and incentives 6. High-efficiency washing machine rebate programs 7. Public information programs 8. School education programs 9. Conservation programs for commercial, industrial and institutional accounts 10. Wholesale agency assistance programs 11. Conservation pricing 12. Conservation coordinator 13. Water waste prohibition 14. Residential ULFT replacement programs