Contract - OC Sanitation - 2003-12-10 AGREEMENT ORIGINAL
THIS AGREEMENT is made and entered into to be effective the /Qiiday of
J n— , 2003, by and between:
ORANGE COUNTY SANITATION DISTRICT hereinafter
referred to as 'OCSD'
AND
COSTA MESA SANITARY DISTRICT , hereinafter referred to as
AGENCY'
collectively referred to herein as the 'Parties'
RECITALS
WHEREAS OCSD is the regional agency with primary responsibility for
collecting, treating, and disposing of wastewater in central and north Orange County
California, and within the jurisdiction of the California Regional Water Quality Control
Board — Santa Ana Region, hereinafter referred to as `RWQCB-SA and
WHEREAS, from January 2000 through August 2001 there were approximately
250 sewer system overflows ("SSOs") within Orange County of which almost 75
percent were from sewer collection systems owned by cities and local wastewater
agencies. During this same period, there were 31 beach closures due to SSOs, of
which 17 were from systems owned by cities and local wastewater agencies. The
most prevalent cause of the SSOs is grease accumulation in the small to medium
sewer lines commonly known as and hereinafter referred to as 'local collector sewers.
These local collector sewer lines are owned and operated by cities and local
wastewater agencies, with the exception of those located in the unincorporated area
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known as North Tustin and in the City of Tustin, where OCSD also provides the local
collector sewer service and
WHEREAS, the 2000-01 Orange County Grand Jury ("Grand Jury")
investigated SSOs County-wide and published its Findings in April, 2001 in a Report
entitled, Sewage Spills, Beach Closures-Trouble in Paradise. The Grand Jury
identified as the main cause of SSOs, sewer pipes clogged with grease from
restaurants and high-density residential areas (e g. apartment complexes) The
Grand Jury also suggested that a regional coalition be formed to resolve the SSO
problems and develop a regional, consolidated approach to controlling grease which,
if implemented, would encompass areas outside of the jurisdiction of the RWQCB-SA
and within the jurisdiction of the Regional Water Quality Control Board-San Diego
("RWQCB-SD") and
WHEREAS, to address a portion of the County-wide SSO incidents, the
RWQCB-SA has adopted its Order No. R8-2002-0014 General Waste Discharge
Requirements (the 'Order") requiring cities and local wastewater agencies within its
jurisdiction in northern and central Orange County to monitor and control SSOs. The
Order names OCSD as one of 31 Co-Permittees and as a facilitator agency to assist in
obtaining regional compliance with the Order by all Co-Permittees. The Co-Permittees
include 16 cities and 13 local wastewater agencies that provide sewer service in
northern and central Orange County (although the City of Los Alamitos is named in the
Order the RWQCB-SA is expected to remove it from the Order because it does not
provide sewer service in its jurisdiction, sewer service in Los Alamitos is provided by
the Rossmoor-Los Alamitos Area Sewer District) Agency is one of the Co-Permittees.
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As part of the Order each Co-Permittee is also required to develop a `Fats, Oil, and
Grease Source Control Program ("FOG Control Program") by December 30 2004 To
enable the development of FOG Control Programs that are practical, equitable and
implementable by all Co-Permittees, OCSD has proposed to conduct a study to
evaluate FOG control technologies, practices, and programs, and based thereon, to
develop technical and administrative practices and procedures, together with the
elements or building blocks to implement the FOG Control Programs; and
WHEREAS, the Co-Permittees have determined that the interests of all
developed areas within the County of Orange would be best met by conducting a
County-wide, comprehensive FOG Control Study ("Study') to develop a consistent,
practical, and equitable approach to FOG control throughout Orange County including
the jurisdiction of Co-Permittees. The Study was divided into two phases. Phase I is a
research Study that evaluates the current FOG control practices, technologies, and
programs in the United States. Phase II is a follow up to the findings of Phase I and
would involve field-testing of selected FOG control technologies identified in Phase I
before they are considered for adoption in local FOG control programs and
ordinances. Additional follow-up issues may be addressed in Phase II subject to
budget constraints. Some additional follow-up issues include: Efficient Kitchen Best
Management Practices; Education and Outreach; Program Costs, Fees, and
Incentives; Monitoring and Enforcement; Standardized Grease Interceptor Plumbing,
Design, and Sizing Criteria, Waste Grease Tracking; and Private Lateral Sewer Line
Cleaning Notification; and
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WHEREAS, the Study managed centrally by OCSD will result in significant
cost savings to the Co-Permittees. The expected cost of this consolidated approach to
develop and conduct the Study is $600 000 00 which represents a significant cost
savings to the Co-Permitees compared with the estimated cumulative cost of
$3,000 000.00 to $5,000 000.00 if all Co-Permittees conducted individual studies; and
WHEREAS, to meet the December 30 2004 deadline interim schedules,
resource requirements, and other constraints, OCSD has contracted for professional
services with Environmental Engineering & Contracting, Inc. ("EEC") to conduct the 2
Phase Study The cost for Phase I of the Study was $268,000 00 Phase I
commenced in May 2002, and was completed during Fiscal Year 2002-03. Phase II
will commence on or about December 1 2003, and will be completed during Fiscal
Year 2003-2004 The cost for Phase II of the Study is approximately $300 000.00;
and
WHEREAS, the parties have agreed in principle to contribute towards the cost
of performing Phase II of the Study subject to the fair-share allocation of the costs for
Phase II based upon Co-Permittee population.
AGREEMENT
NOW THEREFORE, OCSD and AGENCY agree as follows:
Section 1 OCSD shall contract with EEC for purposes of conducting Phase
II of a Fats, Oils, and Grease Control Study in an amount not-to-exceed $300,000 00
Section 2: AGENCY acknowledges that OCSD has been designated as one
of the Co-Permittees and as a facilitator among the Co-Permittees, by the RWQCB-
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SA, to assist in obtaining compliance by each of the Co-Permittees with RWQCB
Order No. R8-2002-0014
Section 3: OCSD shall be solely responsible for the administration of the
above-referenced Professional Services Agreement between OCSD and EEC
wherein EEC will undertake a scientific study to perform evaluations and field testing
of three technologies that Phase I identified as having potential success in controlling
FOG in pilot tests and applications.
Section 4 AGENCY agrees that it shall pay the sum of $ii,5 1..00 to
OCSD as its proportionate share, based on AGENCY's population, of the cost of
Phase II of the Study It is intended that the balance of the cost of Phase II of the
Study will be paid by the other Co-Permittees according to their respective
proportionate shares identified in Exhibit A attached hereto.
Section 5. AGENCY shall pay OCSD the sum due concurrently upon
execution and delivery of this Agreement.
Section 6• Upon collection by OCSD of the proportionate shares from Co-
Permittees participating in the Phase II Study if the funds collected total a sum below
the estimated costs of $300,000 00, OCSD shall determine at its own discretion to
adjust the scope of the Phase II Study commensurate with the funding available
Additionally if OCSD determines that the funding available is below the cost of a
reasonable and useful Phase II Study OCSD may in its discretion, decline to proceed
with the Study If OCSD declines to proceed, the funds collected from the Agency
pursuant to this Agreement shall be refunded by OCSD without interest, within thirty
(30) days of OCSD's decision not to proceed with the Phase II Study
170479_1 5
Section 7 All reasonable administrative costs to coordinate and manage the
Agreement with EEC shall be borne by OCSD
Section 8: OCSD shall be solely responsible to ensure full compliance and
completion by EEC of all services within the scope of work for the Phase II Study and
approval of the Final Report from the Study shall rest in the sole discretion of OCSD
Section 9• AGENCY shall receive a copy of the Final Report from OCSD
immediately following approval and acceptance of the Report by OCSD
Section 10. AGENCY agrees to cooperate with OCSD and representatives of
EEC in providing information as requested by OCSD and/or EEC in the performance
of Phase II of the Study
Section 11 AGENCY shall not be obligated in any manner by this Agreement,
to implement any finding or recommendation set forth in the Final Report for the Phase
II Study
Section 12: OCSD shall administer all payments to EEC due under the terms
of the Phase II Agreement between OCSD and EEC from the funds collected from Co-
Permittees pursuant to this Agreement.
Section 13: It is the intention of OCSD and AGENCY that each party shall
bear responsibility for the negligence if any of its respective officers, employees,
agents, representatives, and successors-in-interest.
OCSD agrees to hold harmless, defend, and indemnify AGENCY its officers,
employees, agents, representatives, and successors-in-interest against any and all
loss, damage, cost, or expense that AGENCY its officers, employees, agents,
representatives, and successors-in-interest may incur or be required to pay by any
170479_1 6
reason of any injury or property damage caused or incurred by OCSD or their officers,
employees, agents, representatives, or contractors arising out of or in connection with
this contract, excepting that portion of such loss, damage cost, or expense caused or
incurred by AGENCY
AGENCY agrees to hold harmless, defend, and indemnify OCSD its officers,
employees, agents, representatives, and successors-in-interest against any and all
loss, damage cost, or expense that OCSD its officers, employees, agents,
representatives, and successors-in-interest may incur or be required to pay by any
reason of any injury or property damage caused or incurred by AGENCY or their
officers, employees, agents, representatives, or contractors arising out of or in
connection with this contract, excepting that portion of such loss, damage cost, or
expense caused or incurred by OCSD
This indemnity does not apply to any work, action, or decisions by OCSD or
AGENCY to implement any part or provision of the Program, as recommended by
contractor EEC
Section 14 Each Party warrants that the individuals who have signed this
Agreement have the legal power right, and authority to make this Agreement and bind
each respective Party
Section 15 All notices, demands, invoices, and written communications
required to be provided under this Agreement, shall be delivered at the following
addresses or such other addresses as the Parties may designate by written notice.
If to AGENCY Costa Mesa Sanitary District
Attention: Manager
P. 0. Box 1200
Costa MPRq. ('A 97678-1200
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With Copy To: Costa Mesa Sanitary District
Attention: Clerk of the District
P 0 R x 1700
Costa Mesa, CA 92628-1200
If to OCSD• Orange County Sanitation District
Attention: Mark Kawamoto
PO Box 8127
Fountain Valley California 92728-8127
With Copy To: Director of Technical Services
Orange County Sanitation District
P O Box 8127
Fountain Valley California 92728-8127
Depending on the method of transmittal, notice shall be deemed received as follows:
by facsimile or other electronic transmission, as of the date and time sent, based on
electronic confirmation of receipt; or by messenger as of the date delivered; or by U.S
Mail first class postage prepaid, as of seventy-two (72) hours after deposit in the U S
Mail.
Section 16. It being agreed that both Parties or their agents have participated
in the preparation of this Agreement, the language of this Agreement shall be
construed according to its fair meaning, and not strictly for or against any Party Any
term referencing time, days, or period for performance shall be deemed calendar days
and not work days.
Section 17 No supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing and signed by the Parties.
Section 18: No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver
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benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual right by custom estoppel, or otherwise
Section 19. Each and all of the covenants and conditions shall be binding on
and shall inure to the benefit of the Parties, and their successors, heirs, personal
representatives, or assigns. This Section shall not be construed as an authorization
for any Party to assign any right or obligation under this Agreement.
Section 20. Should any part of this Agreement be declared by a final decision
by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond
the authority of either party to enter into or carry out, such decision shall not affect the
validity of the remainder of this Agreement, which shall continue in full force and effect,
provided that the remainder of this Agreement, absent the unexcised portion, can be
reasonably interpreted to give effect to the intentions of the parties.
Section 21 Time is of the essence in this Agreement, and the Parties agree to
execute all documents and proceed with due diligence to complete all covenants and
conditions.
Section 22: This Agreement may be signed in counterparts, each of which
shall constitute an original and which collectively shall constitute one instrument.
Section 23: This Agreement contains the entire Agreement between the
Parties and supersedes any prior oral or written statements or Agreements between
the Parties.
Section 24 This Agreement shall become effective on the date first set forth
above
[SIGNATURE PAGE FOLLOWS]
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ORIGINAL
IN WITNESS WHEREOF OCSD and AGENCY have each caused this
Agreement to be executed by its duly authorized representative on the day and year
set forth above.
ORANGE COUNTY SANITATION DISTRICT
APPROVE )45 TO MINI By '∎ i'!%� % _ _ --
Blake P An.erson, GeneraLiVIianager
i c.
THOMAS L. WOODRUFFF! By u2' a / -11-GENERAL COUNSEL Secretary,(ard of Dir crs
AGE Y COSTA MESA SANITARY DISTRICT
B /r �i/! ii :,/1.
riene Schafer
Title President Board rf Directors
By i
ames Ferryman' /•• -I
Title , ecretary. Board 4 Directors
Attachment: FOG Phase II Cost Fair Share Allocations
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FOG PHASE II COST FAIR SHARE ALLOCATIONS
., ORIGINAL
t9 ;J risd ction " " r `*,tt.Pop lafion„,•, !,:tosto p)'il
Anaheim 334,700 $34,985
r B :« . . w `reac ekstr . 5 $4;01:.
Buena Park 79,800 $8,341
t, : %:;;;441,44,f1';'1?.'' 4r' ts . ;Ay,w.r �,. f; i"'
,COStarMsa V111 .:."' ''.na: - ;a ` .. . . ,,i4 MMi'�10;70t)�i: ._$11 5711
Cypress
, � . 47,250 ,.v$:�4,9'§39
€f . q 9Y�u� 2„411 rirt,40,., ,. 155;900„
}
; $5;843]
Fullerton 129,300 $13,515
Garden3GroveSt; ,.;,r Iniett; " " ,. yr..;,,^i 68;600.1 ; ,. $:7,,623
Huntington
Beach 194,600 $20,341
3
41
EverW . r ' " . r - .,u
lrvinet�; . 1.57;500 ; „ .$i1644 63
La Habra 60,700 $6,345
;La-' 'tie „ . .' .�. x;-..:V
P Ima tt�, 4:131:4 " ' , : .16 OO,a r—4,•. ,,t
Los Alamitos 11,700 $1,223
N:, ,,; 04 Fr ja ih *<,t.,,.d77,n ...0a^^r T,.' �. '$t[
NewprotBeacaA,
49,
Orange 132,900 $13,892
( Placentia. k ., , N 44 T, ;_{;; 48;300' _ 5,04
Santa Ana 343 700 $35,926
„SeakBeach „, „.;41;116',;;;,, _ '24,700
• ,'�+��` ,... �15 ,,,,,,121582;
Stanton 38,100 $3,982
.)Ti[Alin 4T+ „ r'WNg M 6. 9v ,1 0,i"xrt0t' $7•.e2ms2:.
`
Villa Park 1-14;.71‘1, 6,175 $645
'Westminster; ii":: ,; ' EC' f$9;376=.
Yorba Linda 24,320 $2,542
-41,4 P i. t r9:im'u - 'rill "r7771 s y 1 + r
"YorbaLridaW D: , _ '* 36,480
. .,,.$3;8134,1
Subtotal 2,296,075 $240,000
u: .. 11 tY �i F,.�'`, �.:fit .,{ �,.,,,, ... �•'AI �W . . .<a�•+s�.�
Cournty gf,,Or'ang ''Pe.:. ;, . ; "M., . . .1-., ..,.....-3', $304;000 1
OCSD $30,000
.
.z ' a,..:.t Grand,Tota'{r" e4µskp 4rf lid"4'. 00 I t .1 c �: �,`; r'�" ;$300;000..
''Cost(Pop)' = Population/Total*(Cost Basis 20%)2
20CSD and Orange County as regional agencies agreed
to contribute 10% each towards the cost of Phase II.
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cOPY
_ tsk THE FACE OF THIS DOCUMENT HAS A COLORED BACKGROUND ON WHITE PAPERn
COSTA MESA SANITARY DISTRICT BANK OF AMERICA
77 Fair Dr. 3233 Park Center Dr. 2059
Costa Mesa,CA 92626
Costa Mesa,CA 92626 16-66/1220 Void After 90 Days
Date 12/11/2003 Pay Amount $11,571.00*
• Pay *ELEVEN THOUSAND FIVE HUNDRED SEVENTY-ONE AND XX/ 100 US L • •
To The ORANGE COUNTY SANITATION DISTRICT Arlene Schafer
Order Of ATTN MARK KAWAMOTO SOURCE CNTRL DIV President
PO BOX 8127
FOUNTAIN,VALLEY CA 92728-8127 147474 —A �� �,
ILI. dJL •6J,ILJ,I.d, .11..1111. ,1,1.41 v/ l
FINANCE D11 CTOR
a-+-r-_.-h±-.*.e-'�W+—+.ate..»+.a THE BACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL WATERMARK—HOLD AT AN ANGLE TO VIEW ^tk+'+.+.e.a.a.a.-:a-a..+.0+:.v.x+-.w
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