Agreement - ADS Environmental Services - 2020-09-14 AGREEMENT FOR SMOKE TESTING
OC FAIR & EVENT CENTER
This Agreement ("AGREEMENT") is made and effective as of September 14,
2020, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and
ADS Environmental Services, a Limited Liability Company ("CONSULTANT"). In
consideration of the mutual covenants and conditions set forth herein, the parties agree
as follows:
1. TERM
This AGREEMENT shall commence after CONSULTANT receives a Notice to
Proceed on the Project and shall remain and continue in effect until tasks described herein
are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT.
2. SERVICES
CONSULTANT shall perform the services that are more particularly described in
the Scope of Services attached hereto as Exhibit "A" and incorporated herein by
reference.
3. PERFORMANCE
CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful
and competent manner, consistent with the standards generally recognized as being
employed by consultants in the same discipline in the State of California and consistent
with all applicable laws. CONSULTANT shall provide DISTRICT its work product in
"turnkey" form. DISTRICT reserves the right to perform reasonable testing of
CONSULTANT's work product before accepting the same. CONSULTANT shall warrant
that all services provided and equipment installed shall perform in a workmanlike manner
and be fit for its particular purpose.
4. COMPENSATION
Compensation for the SERVICES shall be based on the actual amount of time
spent in adequately performing the SERVICES. However, unless expressly agreed in a
written change order in advance by DISTRICT, the cost to DISTRICT for the SERVICES
shall not exceed Fifteen Thousand Four Hundred Dollars ($15,400). The written change
order requirement cannot be waived. Failure to submit a written change order and receive
written approval by the DISTRICT prior to performing extra work shall constitute a waiver
of a claim for additional time or compensation.
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Invoices shall be submitted to DISTRICT monthly as performance of the
SERVICES progresses. DISTRICT shall review and pay the approved charges on such
invoices in a timely manner.
5. PREVAILING WAGES
CONSULTANT understands that this job, if over One Thousand Dollars
($1,000.00) in value and not exempt, requires compliance with the prevailing wage law.
(Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to
be paid on this job from the Director of Industrial Relations. Said amounts are listed at
http://www.dir.ca.gov/dlsr/pwd/index.htm. CONSULTANT agrees to pay prevailing
wages and maintain prevailing wage records regarding those payments.
CONSULTANT is also required to comply with the apprentice requirements.
CONSULTANT shall defend, indemnify, and hold the DISTRICT, its elected officials,
officers, employees, and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
CONSULTANT recognizes that state law makes eight (8) hours a day's work, and any
worker working in excess of that time must be paid overtime. (Labor Code § 1813.)
6. INSURANCE
CONSULTANT shall, at its expense, procure and maintain for the duration of this
AGREEMENT insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of this AGREEMENT by the
CONSULTANT, its agents, representatives, employees, or subcontractors.
CONSULTANT shall also require all of its subcontractors to procure and maintain the
same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer
or otherwise hires one (1) or more employees during the term of this PROJECT,
CONSULTANT shall procure and maintain workers' compensation coverage for such
employees which meets all requirements of state law(Labor Code § 1861).
At a minimum, CONSULTANT is required to submit proof of insurance in
accordance with the following standards:
Minimum Scope of Insurance: Coverage shall be at least as broad as the
latest version of the following: (1) General Liability Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile
Liability Insurance Services Office Business Auto Coverage form number CA 0001,
code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less
than:
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Insurance or other form with general aggregate limit is used, either the general aggregate
limit shall apply separately to this AGREEMENT/location or the general aggregate limit
shall be twice the required occurrence limit.
(B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for
bodily injury and property damage.
(C)Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the Labor Code of the State of California. Employer's Liability limits
of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease.
Insurance Endorsements: The insurance policies shall contain the following
provisions, and a separate endorsement stating to add the following provisions to the
insurance policies shall be submitted and approved by DISTRICT:
(A)General Liability. The general liability policy shall be endorsed to state that:
(1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to the work or operations performed by or on
behalf of the CONSULTANT, including materials, parts, or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance as
respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT's
scheduled underlying coverage. Any insurance or self-insurance maintained by
DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be
excess of the CONSULTANT's insurance and shall not be called upon to contribute with
it in any way.
(B)Workers' Compensation and Employer's Liability Coverage. The insurer
shall agree to waive all rights of subrogation against DISTRICT, its directors, officials,
officers, employees, agents, and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the CONSULTANT.
(C)All Coverage. Each insurance policy required by this AGREEMENT shall be
endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or
canceled except after thirty (30) days prior written notice by mail has been given to
DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies,
including breaches or warranties, shall not affect coverage provided to DISTRICT, its
directors, official, officers, employees, agents, and volunteers.
Acceptability of Insurers: Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and
satisfactory to DISTRICT.
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All insurance documents must be submitted and approved by the District's Risk
Manager prior to execution of any AGREEMENT with DISTRICT.
7. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONSULTANT's services, to the fullest extent
permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against any
and all losses, liabilities, damages, costs, and expenses, including attorney's fees and
costs to the extent the same arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or
subconsultants (or any entity or individual that CONSULTANT shall bear the legal
liability thereof) in the performance of professional services under this AGREEMENT.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert witness fees) where the same arise out of, pertain to, relate to, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this AGREEMENT by CONSULTANT or by any individual or entity for which
CONSULTANT is legally liable, including, but not limited to, officers, agents, employees,
or subconsultants of CONSULTANT.
8. SAFETY AND SITE CONDITION CONSULTANT shall perform all operations
with due regard for safety and in strict compliance with all applicable laws relating
thereto. It shall be CONSULTANT'S responsibility to keep the site in a clean, neat and
orderly condition. It shall also be CONSULTANT'S duty to dust-palliate all working
areas and access routes, if applicable. All operations shall be conducted by
CONSULTANT so that no fire hazards are created.
9. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
DISTRICT terminates this AGREEMENT without cause before PROJECT completion,
CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to
the notification of termination. CONSULTANT may terminate this AGREEMENT for
cause only.
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10. MISCELLANEOUS
This AGREEMENT shall be interpreted according to the laws of the State of
California and any action arising from this AGREEMENT shall be brought in the superior
or federal district court with jurisdiction over DISTRICT.
This AGREEMENT and the attachments hereto shall contain the entire
agreement between the parties. This AGREEMENT cannot be modified except in a
writing signed by both parties. In the event of inconsistency between this AGREEMENT
and any attachment hereto, this AGREEMENT shall control in all respects.
DISTRICT shall own all work product prepared in the course ofrovidin the
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SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT,
CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized
software or computer hardware is required to view or transmit said work product,
CONSULTANT shall make that software and hardware available to the DISTRICT at no
cost during normal business hours.
This AGREEMENT cannot be assigned without the prior written consent of the
DISTRICT.
CONSULTANT is and shall at all times remain as to DISTRICT an independent
contractor. No employee benefits shall be available to CONSULTANT in connection
with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT
as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other
compensation to CONSULTANT for performing any services hereunder for DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for
injury or sickness arising out of performing any services hereunder.
All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall
not, without written authorization from the General Manager or unless requested by the
District Counsel, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this AGREEMENT. Response to a subpoena or court order shall not
be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court
order or subpoena.
CONSULTANT warrants that the individual who has signed this AGREEMENT
has the legal power, right, and authority to make this AGREEMENT and bind the
CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by
signing and dating two original agreements where indicated below and return both to
the undersigned. Once the documents are fully executed, one original will be returned
to you for your records.
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DISTRICT CONSULTANT
Approved by: Reviewed and Accepted by:
7afe h(76o&r t 7kef
Joseph Goustm Tres(Sep 8,202011:04 CDT)
General Manager Signature
Joseph J. Goustin
Approved as to Form: Name
Treasurer
Harper& Burns LLP Title
District Counsel
Sep 8, 2020
Date
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Exhibit"A"
Ao, . ENVIRONMENTAL 15201 Springdale St•Huntington Beach,California 92649
SERV/CES® PHONE 714 379.9778
WU%adsenv.com
A DIVISION OF ADS CORP
August 6,2020
Michael Benesh
Costa Mesa Sanitary District
290 Paularino Ave
Costa Mesa, CA 92626
Subject: City of Costa Mesa Smoke Testing Proposal 2020
Dear Mr. Benesh,
Thank you for the opportunity to provide this proposal to conduct sanitary sewer smoke testing
for the Costa Mesa Sanitary District(CMSD). We believe the ADS project team is uniquely
qualified to perform this work based on our 45 years of experience performing these services
throughout North America and California, including extensive work in Orange County. ADS
has a local office in Huntington Beach for project updates and facilitate coordination for the
critical task of public notification for the smoke testing field work.
We look forward to working with you on this and other future projects. Thank you for the
opportunity to propose on your requirements. If you have any questions regarding this
proposal, please do not hesitate to call me at 213.393.8705.
Sincerely,
ADS Environmental Services
Heather McPherson P.E.
Business Development Manager
Enclosure
Costa Mesa,CA
Sewer Smoke Testing
August 6, 2020
Page 2
Proposed Scope of Work
The scope of work for this project would include the following:
1. ADS will attend a project kickoff meeting with CMSD's Wastewater team to gather and
review documents,these to include CMSD Sewer Map Book, Parcel boundary map,
Thomas Brothers.
2. Obtain a no fee Right-of Way permit from the Costa Mesa Engineering Department.
3. Provide equipment, materials, and field crews required to smoke test approximately
14,000 linear feet of pipeline.
4. Notify residents via door hangers within 24-48 before the scheduled smoke testing.
5. ADS will coordinate with City's Police and Fire department to communicate smoke test
crew locations and schedules.
6. Notify Costa Mesa Communications Department of pending smoke testing schedules.
7. Perform smoke testing and document observed leaks using GIS cameras, maps provided
by the City,smoke testing forms, and digital photographs.
8. Perform necessary safety procedures, and traffic control in accordance with the
California W.A.T.C.H. manual using two(2)man crews.
9. Provide two (2)copies of the field forms and digital photographs:
CMSD Responsibilities
Prior to any ADS fieldwork, CMSD will need to provide the following:
1. A fully executed Agreement and a written notice to proceed
2. A letter from the City on Official Letterhead authorizing ADS to perform this work that
lists City staff so that citizens or others can contact them should they have any question.
3. All approvals,permits, etc. necessary to allow ADS to perform services under the
Agreement on the City,County, and Federal property and/or right-of-way.
4. One(1)complete set of collection system drawings(maps) for the test area.
5. Disclosure of any known sanitary system hazards.
6. Other information required by ADS to perform services under the Agreement.
AOSENVIRONMENTAL
Costa Mesa,CA
Sewer Smoke Testing
August 6,2020
Page 3
Proposed Project Approach
Field Work. A(2)two-person ADS field crew using a 4,000 cfm blower and non-toxic smoke
will be used to smoke test the pipelines. Smoke testing will be limited to test no more than two
segments(3 MHs in a row)or 800 feet,except where access dictates different setup procedures.
ADS will utilize standard ADS field forms to record all observed
I/I defect data. Digital photographs will be captured for each
observed I/I defect and attached to the respective smoke defect. •
Each smoke form will identify the type of defect(manhole,
mainline, municipal service,or private service), leak location
(grass, pavement,etc.), severity of the leak, and line segment on
which the leak is identified. ADS will document observations
regarding each leak identified and its source(roof gutters,
cleanouts, laterals, area drains, storm drains etc.). ADS can
customize the forms to suit specific City requirements as
appropriate.
Defect information will include location,personnel,date, and a schematic layout of the
manhole and sewer line under testing. ADS will photograph all smoke leaks observed and will
document the leak location using a GPS camera.
1) digital photographs of the leaks;
2) location of defect via GPS coordinates or reference to permanent landmarks, and
3)documentation of defects.
AAs
Costa Mesa,CA
Sewer Smoke Testing
August 6, 2020
Page 4
Digital photographs. Digital Photographs will be taken of smoke coming out of the ground,
catch basins,pipes and other sources during the test.
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Costa Mesa,CA
Sewer Smoke Testing
August 6, 2020
Page 5
Prepare Reports
• Prepare field forms
• Record testing results
• Prepare documentary photographs(electronic format)
• Use professional judgment to analyze resulting data
• Prepare list of defects
All defects that are observed during the fieldwork phase of the project will be documented
using standard field forms.The severity of the defect will be determined in the field by visual
observation of the smoke,type of defect,drainage area and drainage surface.
For data management, smoke defect data will be catalogued as fields in a database flat file in
Excel format(for tabular summary report presentation) and if requested, in a database4 format
for use in a GIS platform such as ESRI ArcView. An ArcView defect theme(shapefiles)will
be provided as well for City use.
Schedule
• Mobilization 2 weeks after receipt of work authorization and executed contract;
• Smoke test production rate(6,000— 12,000 feet per day);
• Photos, defect and description list, pipes tested and manhole injection point data
provided within 3 weeks of completion of basin smoke testing field work.
Cost Estimate
Costa Mesa Sanitary District
Smoke Testing—Cost Estimate 2019
Task Description Unit Rate Quantity Total Price
Mobilization, Door Hanger Notifications, 51.101 14,000
Smoke Testing,and Reporting Linear Linear $15,400.00
Foot Feet(LF)
**Pricing Notes: Prevailing Wages Apply and No MJWBE Requirements. Payment
terms net thirty days from date of invoice. Pricing is valid for one hundred and twenty
(120)days.
Signature: L7DJeihJ6OGt1tif Ter
Email: jgoustin@idexcorp.com