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A-2004-184
Contract No. CP-0305
ORANGE COUNTY SANITATION DISTRICT
COOPERATIVE PROJECTS PROGRAM CONTRACT
RECITALS
WHEREAS, this Contract is entered into on August 1, 2004 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 Contact 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.
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2.
GREASE ORDINANCE - AGENCY agrees to adopt, by ordinance, the
California Plumbing Code, 2001 Edition, as amended, including
specifically, but not limited to, Chapter 10 and Appendix H, as a waste
pretreatment/grease trap regulation.
In the event that AGENCY has not or elects not to adopt the California
Plumbing Code, 2001 Edition, as amended, it shall adopt an ordinance
specifically including the same provisions as are set forth in the California
Plumbing Code, 2001 Edition, as amended, Chapter 10 and Appendix H.
3.
This ordinance shall be in effect prior to completion of the Project and final
payment by DISTRICT.
WATER CONSERVATION BMP - AGENCY agrees to adopt the Best
Management Practices (BMP) for water conservation, more particularly
described in Exhibit "D" (Water Conservation - Best Management
Practices) attached hereto and by reference made a part of this Contract.
4.
SEWER MAINTENANCE PROGRAM - AGENCY agrees to adopt a sewer
maintenance program in accordance with its Sewer System Management
Plan (SSMP) Development Plan and Schedule (DP&S), which was
required to be submitted to the Santa Ana Regional Water Quality Control
Board on or before September 30, 2002. AGENCY shall submit a copy of
the SSMP DP&S to DISTRICT within 30 days of the date first written
above. AGENCY shall perform routine sewer cleaning and hotspot
cleaning to remove debris from the sewers to minimize opportunities for
blockages and spills. The program shall include, at a minimum, routine
cleaning of sewers 12 inches in diameter or less every 18 months and
sewers 15 inches in diameter or greater, every five (5) years.
5.
TERM - The term of this Contract is from date of contract execution by
both parties through completion of the Project or February 1, 2006,
whichever occurs first unless terminated earlier as provided for in
Paragraph 6 below. All Project deliverables and requests for
reimbursement must be received by District by March 1, 2006. Failure to
meet this 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.
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6.
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 "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
23 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.
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 (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.
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. DISTRICT may
allow AGENCY to meet its insurance requirements set forth herein
through (i) a program of self-insurance; (ii) coverage through a joint
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powers insurance authority ("JPIA"), which is duly formed and existing
under the laws of the State of California; or (iii) a combination of self-
insurance and JPIA coverage, which self-insurance and JPIA coverage is
satisfactory to DISTRICT in the exercise of its reasonable discretion.
8.
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.
9.
PAYMENT
A.
DISTRICT shall pay AGENCY a Firm Fixed Price of Seventy-Five
Thousand Dollars ($75,000.00) 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 furnished 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.
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.
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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 and meet
each of the following criteria:
(1 )
(2)
Pipe material must be clay tile or glazed clay, asbestos
cement, uncoated concrete, or Orangeburg;
Joint configuration with high risk (Le., high inflowlinfiltration
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.
E.
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.
F.
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), attached
hereto and by reference made a part of this Contract, and Exhibit
"C" of this Contract.
G.
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.
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.
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11.
EMPLOYEES OF AGENCY
A.
With regard to Project work, AGENCY shall be responsible for the
cost of regular pay to its employees, as well as cost of vacation,
vacation replacement, 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.
OWNERSHIP - Title and full ownership rights to any products purchased.
or developed under this Contract shall at all times remain with AGENCY.
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.
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.
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.
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16.
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.
17.
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.
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.
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 explain, modify, amplify, or aid in the interpretation,
construction, or meaning of the provisions of this Contract.
DUPLICATE EXECUTION - This Contract is executed in duplicate. Each
signed duplicate shall have the force and effect of an original.
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 or resolution of any dispute
shall be Orange County, California.
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.
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23. NOTICES - Any notices from either party to the other shall be given in
writing to the attention of the persons listed below, or to other such addresses or
addressees as may hereafter be designated in writing for notices by either party
to the other. A notice shall be deemed received when delivered, or three days
after deposit in the U.S. Mail, postage prepaid, whichever is earlier.
IF TO DISTRICT:
Orange County Sanitation District
P.O. Box 8127
Fountain Valley, CA 92728-8127
Attn: Board Secretary
IT TO AGENCY:
City of Santa Ana
Public Works Agency M-85
P.O. Box 1988
Santa Ana, CA 92702
Attn: Ray Burk. Principal Civil Engineer
24.
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.
25.
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.
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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 ~,j /l,t.~-
ChaiJ¡ Board of Directors
':://(1/1 '''I' j( ;;..:
.Æ.'.- /-', :/ I , /~'ÞI
Secretary,' oard of D' ectors
By
APPROVED AS TO FORM:
THOMAS L. WOODRUFF ^ "
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At'~
City Man~er I .
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Clerk of the Council
APPROVED AS TO FORM:
ri ehael ?ilj"lieLLõ. p.
Deput"~.~
By (¡
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Exhibit A
Project Description/Statement of Work
Exhibit A
Project Description/Statement of Work
This project will provide $150,000 for video inspections of approximately thirty 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 30 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 (Le., 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 rehabilitationlreplacement
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 30
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.
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Exhibit B
Project Cost Breakdown
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EXHIBIT B: PROJECT COST BREAKDOWN
(Please Include this page as part of your
Cooperative Projects Program Application)
A.
Please provide the following information regarding project funding:
. What is your funding contribution?
$ $75,000
. When will your funding become available?
Currently available
B.
Please provide the following Project Cost by Category Information:
PROJECT COST BY FUNDING CATEGORY
1. AGENCY funds available in FY2003-04
$ 75,000
$ 75,000
2.
Cooperative funds requested
AMOUNT
3. Additional Project Co-Funding
$
4. Total Project Cost
$ 150,000
Is the Cooperative Projects Program Funds request less
than or equal to 50% of the Total Proposed Project Cost?
Is the Cooperative Projects Program Funds request less
than or equal to 25% of the Total Proposed Project Cost?
Is the applicant willing to accept a low interest loan less
than or equal to 50% of the Total Proposed Project Cost?
Is the applicant willing to accept a combination of a low
interest loan and matching funds totaling less than or
equal to 50% of the Total Proposed Project Cost?
Does the applicant have sufficient funds available to
cover the total project cost, considering that the
Cooperative Projects Program Funds are available on a
reimbursement-basis only?
Does the applicant have sufficient funds available to
cover ANY costs increases, considering that increases in
the Cooperative Projects Program Fund will not be
available?
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YES NO
X 0
0 X
0 X
0 X
X
0
X
0
C.
Please list all funding sources other than the Cooperative Projects Program:
NON-COOPERATIVE PROJGRAM FUNDING SOURCE
1.
City of Santa Ana Sanitary Sewer Service Fee
AMOUNT
$ 75,000
2.
$
$
3.
4.
$
TOTAL OTHER PROJECT CO.FUNDING:
$ 75,000
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 E UIPMENT COSTS PIPE MANHOLE AMOUNT
FRAME AND COVER. ETC.)
1. $
2. $
3. $
4. $
TOTAL CAPITAL EQUIPMENT COSTS: $
DIRECT LABOR COSTS li.!!£!J.!!!!na over~ 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: $
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OTHER DIRECT LABOR COSTS. INCLUDING SUB- AMOUNT
AGENCIES:
1. Contract videotaping of sewer system, estimated at $ 150,000
$0.95 per lineal foot for 30 miles
2. $
3. $
4. $
TOTAL OTHER DIRECT LABOR COSTS: $
ADMINISTRATIVE COSTS: (Specify methodology
for costs, I.e. % of project costs, actual cost
breakdown etc.) $
150,000
TOTAL PROJECT COST: $
Please note that the Total Project Cost reflected in subsections Band D, above should be
consistent.
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Exhibit C
Project Milestone Schedule
EXHIBIT C: PROJECT NO.1 MILESTONE SCHEDULE
MILESTONE COMPLETION
DATE
Task 1. - Enter Agreement with O.C.S.D. May 7, 2004
Task 2 - Prepare bid documents AI¿gust 5, 2004
Task 3 - Advertise for bids S~tember 2, 2004
Task 4 - Bid opening October 7, 2004
Task 5 - City Council award contract November 3, 2004
Task 6 - Begin videotaping December 16, 2004
Task 7 - Interim report to O.C.S.D. July 18, 2005
Task 8 - Project completion December 29,2005
Task 9 - Final report to O.C.S.D. February 28, 2006
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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.
4.
System water audits, leak detection and repair
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
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