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HomeMy WebLinkAbout02-04-2015 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, February 4, 2015 Regular Meeting of the a 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 714 593-7130 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of December 3, 2014, Operations Committee meeting. 2. A. Award a purchase order to Superior Electric Motor Services for the replacement of ten (10) Toshiba HVK 12Kv circuit breakers, Specification No. E-2014-6418D, for the Plant No. 1 Central Generation Facility for a total amount not to exceed $176,000 and; B. Approve a contingency of$8,800 (5%) 3. Recommend to the Board of Directors to: A. Approve a three year real property lease, and subterranean license agreement with an option to renew for an additional three 1-year renewal periods, with Pacific Quality Packaging Corp to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in Brea for a total cost of $1,250 per month, in a form approved by General Counsel; and 02/04/15 Operations Committee Agenda Page 1 of 3 B. Approve a contingency of 15% for each renewal period. NON-CONSENT: 4. Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Brown & Caldwell to provide engineering design services for the Ocean Outfall System, Project No. J-117, for an amount not to exceed $6,778,015; and B. Approve a contingency of$677,801 (10%). INFORMATION ITEMS: 5. Quarterly Odor Complaint Report 6. CIP Overview DEPARTMENT HEAD REPORTS OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, March 4, 2015, at 5:00 p.m. 02/04/15 Operations Committee Agenda Page 2 of 3 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7130 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 the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Made E.Ayala Clerk of the Board (714)593-7130 mavalalglocsd.com For any questions on the agenda,Committee members may contact staff at General Manager Jim Herberg (714)593-7300 iherberofgocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirellitrfocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosonaocsd.com Director of Facility Support Services Nick Amontes (714)593-7210 narhontes0ocsd.com Director of Operations&Maintenance Ed Tomes 714 593-7080 etorres ocsd.com 02/04/15 Operations Committee Agenda Page 3 of 3 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on December 3, 2014, at 5:04 p.m. at the District's Administrative Office. Committee Chair Nelson called the meeting to order and Director Smith led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Scott Nelson, Chair Jim Herberg, General Manager Greg Sebourn, Vice-Chair Rob Thompson, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Lucille Kring Services Michael Levitt Jeff Reed, Director of Human Resources Richard Murphy Lorenzo Tyner, Director of Finance & Steve Nagel Administrative Services David Shawver Kelly Lore, Administrative Assistant Fred Smith Cindi Ambrose Tom Beamish, Boar Chair Jennifer Cabral John Nielsen, Board Vice-Chair Jim Colston Daisy Covarrubias Operations Directors Absent: Raul Cuellar Brett Murdock Dean Fisher Norbert Gaia Al Garcia Dave Halverson Kathy Millea Victoria Pilko Mike Puccio Others Present: Brad Hogin, General Counsel Bob Ooten (Alternate Director) PUBLIC COMMENTS: No public comments. REPORT OF COMMITTEE CHAIR: Committee Chair Nelson did not provide a report. 12/03/2014 Operations Committee Minutes Page 1 d 6 REPORT OF GENERAL MANAGER General Manager, Jim Herberg announced that OCSD will be holding two sessions for Board Member Orientation. The first is tentatively scheduled on January 14, which will focus on topics covered by the Administration Committee and the second on January 21 to cover topics of the Operations Committee. Commendations for outgoing Directors will be done at the December 17th Board meeting. Committee Chair Nelson noted that Director Levitt and Director Murdock would be two of the outgoing Directors from the Operations Committee. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of November 5, 2014, Operations Committee meeting. AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 2. MOVED, SECONDED, and DULY CARRIED TO: A. Award a contract to Tropical Plaza Nursery Inc., for Landscape services, Specification No. 5-2014-6236D, for the period January 1, 2015 through December 31, 2015, for a total annual amount not to exceed $148,986 with four one-year renewal options; and B. Approve a contingency of$14,898 (10%). AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 12/03/2014 Operations committee Minutes Page 2 of 6 3. MOVED, SECONDED, and DULY CARRIED TO: A. Receive and file bid tabulation and recommendation; B. Award a construction contract to Jamison Engineering Contractors, Inc., Project No. FE12-05, for a total amount not to exceed $164,253; and C. Approve a contingency of$16,425 (10%). AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 4. MOVED, SECONDED, and DULY CARRIED TO: A. Award a service contract to Hoffman Southwest Corp. dba Professional Pipe Services for Industrial Cleaning Services, Specification No. S-2014- 621 BD, for a total amount not to exceed $120,000 for the period January 1, 2015 through December 31, 2015, with four one-year renewal options; and B. Approve a contingency of$12,000 (10%). AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 5. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve the Service Contract with Evoqua Water Technologies LLC, for Plant No. 2 Trickling Filters Carbon Change-Out [replacement] per Specification No. S-2014-627BD for the purchase of up to six (6) carbon media replacements (including carbon media, disposal, and installation), for a total amount not to exceed $450,474 for the period March 1, 2015 through February 29, 2016, with four(4) one-year renewal options; and 12/03/2014 Operations Committee Minutes Page 3 of 6 B. Approve a contingency of$45,047 (10%). AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 6. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Atkins North America, Inc. for Final Effluent Sampler and Building Area Upgrades, Project No. J-110, for an amount not to exceed $611,307; and B. Approve a contingency of$61,131 (10%). AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 7. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Brown and Caldwell to provide construction support services for Sludge Dewatering and Odor Control at Plant No. 2, Project No. P2-92, for an amount not to exceed $4,798,328; and B. Approve a contingency of$479,833 (10%). AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn 12/03/2014 Operations Committee Minutes Page 4 of 6 8. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Settlement Agreement with South Coast Air Quality Management District for Supplemental Environmental Project or, in the alternative, a stipulated penalty of$240,000. AYES: Beamish; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Murdock and Sebourn NON-CONSENT: Director of Engineering, Rob Thompson first clarified information regarding contingincies and change orders for projects. He showed a graph of past change order performance, the anticipated 5% change order rate and reviewed the approval process for contingencies. Committee Vice-Chair Sebourn & Director Jones arrived at 5:13 p.m. Mr. Thompson then provided an informative PowerPoint presentation regarding the Sludge Digester Rehabilitation Project P1-100, and noted a change to the recommendation listed in the agenda. He answered questions from Committee regarding: Digester cleaning, concrete crack repairs, digesters offline during rehabilitation, life expectancies of digesters, costs of new digesters, type of coating systems, replacement schedules, drying processes, centrifuge steps, tank size & shape, holding v. working digesters, vinyl lining deficiencies and t-lock installation processes. 9. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a budget increase of $4,355,000 for Sludge Digester Rehabilitation at Plant No.1, Project No. P1-100, for a total budget amount of$62 892,000; $64,902,000; and B. Approve a contingency increase of $4,355,000 (13%) to the construction contract with JR Filanc Construction Company for Sludge Digester Rehabilitation at Plant No.1, Project No. P1-100, for a total contingency of $8,375,000 (25%). 12/03/2014 OPeralions committee Minutes Page 5 of AYES: Beamish; Jones; Kring; Levitt; R. Murphy; Nagel; Nelson; Nielsen; Sebourn; Shawver and F. Smith NOES: None ABSTENTIONS: None ABSENT: Murdock DEPARTMENT HEAD REPORT: Director of Engineering Rob Thompson reported that a small spill occurred today on the Force Main upgrade project on Pacific Coast Highway near Rocky Point Pump station. During the dewatering of a small connecting pipe, pumping to a live force main, the hose connector came loose and an anticipated 50 gallon spill occurred. The Newport Bay will be closed for two days minimum. Committee Chair Nelson stated that a late public comment would be heard: Cindy Black, resident of Costa Mesa stated her objection to and concerns regarding the Costa Mesa Southwest Trunk Project No. 6-19. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Director Shawver referenced the Levine Act, and questioned why the claims were not brought for approval to the Board of Directors at the previous Board Meeting. General Counsel, Brad Hogin responded that the process had been revised by Resolution of the Board, and explained how the new process works. Mr. Hogin also stated that if any Director has further questions regarding the Levine Act to please contact him at any time. Committee Chair Nelson acknowledged Director Levitt as this will be his last Operations Committee meeting. He thanked him for his years of service and wished him the very best of luck in the future. ADJOURNMENT At 5:56 p.m., Committee Chair Nelson declared the meeting adjourned to the next scheduled meeting of Wednesday, February 4, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Secretary Pro Tern 12/03/2014 Operations Committee Minutes Page 6 of 6 OPERATIONS COMMITTEE Meeting Data I To ad.of Dir. 02/04AS AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director Operations and Maintenance SUBJECT: 12KV CIRCUIT BREAKER PURCHASE, SPECIFICATION NO. E-2014-641 BD GENERAL MANAGER'S RECOMMENDATION A. Award a purchase order to Superior Electric Motor Services for the replacement of ten (10) Toshiba HVK 12Kv circuit breakers, Specification No. E-2014-641 BD, for the Plant No. 1 Central Generation Facility for a total amount not to exceed $176,000; and B. Approve a contingency of$8,800 (5%) SUMMARY The Plant No. 1 Central Generation Facility's 12Kv circuit breakers are over 20 years old and have reached the end of their useful life. Contact wear is at its maximum allowable limit and continuing beyond this limit increases the risk of circuit breaker failure. The circuit breakers currently in use are the Toshiba VK type 1 which is obsolete and no longer supported nor serviceable by Toshiba's field service repair shop. Parts are no longer available. Toshiba circuit breakers are the only circuit breakers compatible with 12Kv switchgear in the Central Generation Facility. Toshiba redesigned the circuit breaker and changed its designation to HVK. The HVK circuit breakers are manufactured in the United States, they are readily available, and they are compatible with the switchgear. PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION Fourteen vendors participated in the bid process. Of the fourteen prospective bidders only three responded with formal bids. Below are the names of the responsive bidders and their corresponding bids including the California State sales tax. The lowest responsive and responsible bidder is Superior Electric Motor Service, from Vernon, Califomia. Superior Electric Motor Service: $175,888.80 Brithinee Electric: $194,680.80 Romac Supply Company: $247,248.00 Page 1 of 2 CEQA None BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance OCSD-44 (Ordinance Article 7, Section 7.01 (B). This repair will be funded through the Master Small Capital Replacement/Rehabilitation—M-FR-PLT Project (Budget Update Fiscal Year 2014-2015 and 2015-2016 Support Facilities; Section 8 — Page 120). This project will provide for the replacement and major repairs of various plant processes and collection facilities, as well as the replacement and major repairs of facilities that meet the criteria for capital replacement. Date of A Rroyal Contract Amount Continftm 02/04/15 $175,888.80 8,800.00(5%) Page 2 of 2 OPERATIONS COMMITTEE Neeing Dare TOBA.Of DIr. OV04115 02/25/15 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E. Director of Facility Support Services SUBJECT: PROPERTY LEASE AND SUBTERRANEAN LICENSE AGREEMENT FOR NEW BREA DOSING SITE GENERAL MANAGER'S RECOMMENDATION A. Approve a three year real property lease, and subterranean license agreement with an option to renew for an additional three 1-year renewal periods, with Pacific Quality Packaging Corp to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in Brea for a total cost of$1,250 per month, in a form approved by General Counsel; and B. Approve a contingency of 15%for each renewal period. SUMMARY As a part of our sewage conditioning program we use chemicals for odor and corrosion control in the collection system. Dosing systems feed chemicals at six locations in our service area. This helps reduce corrosion and also the level of odors at the treatment plants. OCSD property is not available for this purpose in most parts of our collection system. Real property is sought and leased when needed. The lease associated with the current location in the city of Brea is not being renewed by the private property owner. OCSD found a new location close by in Brea that will work for us. This new location will help minimize odors in La Habra, Buena Park, La Palma, Anaheim, Stanton, Cypress, Garden Grove, and Westminster. PRIOR COMMITTEE/BOARD ACTIONS December 2012 — The Board approved an amendment to the existing lease, a two year (24-month) real property lease and subterranean license agreement, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of chemical dosing equipment and injection of chemicals at 1225 West Imperial Highway in Brea, with an option to extend for up to two additional years with up to a three percent price escalation per year beginning December 31, 2012 and ending December 31, 2014. December 2010 — The Board approved a real property lease, and subterranean license agreement with an option to extend, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of a chemical dosing station and injection of chemicals at 1225 West Imperial Highway in Brea. Page 1 of 2 ADDITIONAL INFORMATION Staff negotiated the $1,250 monthly rental fee for the new property which is $1,250 less than we are currently paying. OCSD has been dosing chemicals at Brea RV Storage at 1225 West Imperial Highway. The property owner is planning to redevelop the property and will not be renewing our lease. The proposed location is at Pacific Quality Packaging Corp. at 1355 W Imperial Highway. It is adjacent to the Brea RV Storage site. CEQA The project is exempt from CEQA pursuant to CEQA's Class Class 3 Exemption for "New Construction or Conversion of Small Structures." (CEQA Guidelines § 15303.) This exemption applies to the construction and location of limited numbers of new, small facilities or structures and the installation of small new equipment and facilities in small structures. The examples listed in this exemption include a broad range of structures such as, without limitation, up to three single family residences in urban areas and accessory water main, sewage and other utility extensions of reasonable length to support such construction. Here, the project calls for the installation of a single 10,000 gallon tank, a dose skid with pumps, and secondary containment. Minor excavation work will also be required to extend existing water and power lines approximately 200 feet to the tank. As a result, the project calls for the construction of new, small facilities and is therefore exempt pursuant to CEQA Guidelines Section 15303 BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance , OCSD44. This item has been budgeted for FY 14-15 and FY 15-16 (Section 6, Page 63). ATTACHMENT The following attachment(s)are attached in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Real Property Lease and Subterranean License Agreement MPV:MAE:WC:eh:pe Page 2 of 2 Return to Aaenda Report SITE ACCESS AND LICENSE AGREEMENT THIS SITE ACCESS AND LICENSE AGREEMENT ("Agreement") is made and entered into as of , 2015 ("Effective Date") between PACIFIC QUALITY PACKAGING CORPORATION, a California corporation ("PACIFIC"), and ORANGE COUNTY SANITATION DISTRICT, a county sanitation district organized and existing under the County Sanitation District Act, Health & Safety Code §§ 4700 et seq., ("OCSD"). PACIFIC and OCSD are individually or collectively referred to herein as the "Party" or the "Parties." This Agreement is made with reference to the following facts: A. PACIFIC is the fee interest owner of in the real property located at 1355 W. Imperial Highway, in the City of Brea, State of California 92821 ("Property"); and B. OCSD is responsible for safely collecting, treating and disposing of wastewater generated by more than 2.5 million people living and working within the County of Orange, State of California; and C. OCSD desires to operate a chemical dosing site on the Property, which will add ferrous chloride and/or calcium nitrate and/or magnesium hydroxide to the sewer lines existing adjacent to the Property for delivery within OCSD's facilities downstream of the Property ("Dosing Site"); and D. OCSD has identified a City of Brea sewer manhole immediately adjacent to the Property ("Manhole") as an ideal location for dosing into the adjacent sewer lines. E. PACIFIC desires to assist OCSD in establishing and operating the Dosing Site by allowing OCSD to access, and enter into and upon the Property. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this Agreement,the Parties hereby agree as follows: 1. Grant of Access. PACIFIC hereby grants to OCSD, its employees, consultants, representatives, contractors, subcontractors and/or agents ("Authorized Personnel") the right to use, access and enter into and upon the portion of the Property set forth in the Site Plan, attached hereto as Attachment "A" and incorporated herein by reference ("Access Area") for the purpose of establishing and operating the Dosing Site, to access the sewer line through said Manhole, to install conduit through the Manhole and into the sewer line, and to transport ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for delivery within OCSD's lines downstream of the Property. 2. Dosing Site Improvements. The Dosing Site will consist of no more than two above-ground storage tanks, and a double-wall pipe through which OCSD will transport the following chemicals: ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for delivery to OCSD's lines downstream of the Property. OCSD represents that it will use the sewer lines only as the transportation conduit, that the conduit will be completely enclosed, and that no ferrous chloride and/or calcium nitrate and/or magnesium hydroxide will be allowed to escape the conduit into the sewer line. The Dosing Site layout is presented in the Plan Views, toa3928.t Return to Mende Report attached hereto as Attachment "B" and incorporated herein by reference. OCSD may utilize other products, chemicals, or technologies if mutually agreed upon by the Parties. 3. Cooperation. PACIFIC will cooperate with OCSD to provide access to the Property and Access Area as may be reasonably necessary to allow OCSD to operate the Dosing Site, so long as the same does not unreasonably interfere with PACIFIC's operations, or cause an undue inconvenience to PACIFIC's employees, guests, customers, tenants, occupants and invitees. 4. Term. This Agreement shall expire thirty six (36)months from the Effective Date ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically extend and continue in full force and effect on a month-to-month basis unless and until terminated in writing by either Party. 5. Utilities. Pacific shall be responsible for providing to OCSD a source of electricity and water on the Property. OCSD shall be responsible, at its sole cost, for routing electricity and water to the Dosing Site, and for routing discharge from the Dosing Site. 6. OCSD Promise to Pay—License. PACIFIC will bill OCSD on a monthly basis a monthly license fee in the sum of $1,250.00, which sum shall include compensation for all utilities used by OCSD in connection with the Dosing Site. 7. Machinery & Equipment. PACIFIC authorizes OCSD, and its Authorized Personnel, to bring onto the Property such equipment and/or machinery as may be reasonably necessary to establish and operate the Dosing Site, so long as such activity is consistent with the terms and conditions stated herein. 8. Unreasonable Interference: Prior Notice. In operating the Dosing Site, OCSD shall not unreasonably interfere with PACIFIC's operations. OCSD shall give PACIFIC no less than three (3) business days' notice prior to its first entry upon the Access Area and the commencement of Dosing Site activities. PACIFIC and its employees and agents shall not interfere with, or obstruct, the Dosing Site or such entry by OCSD's Authorized Personnel, and PACIFIC shall not cause, or permit others to cause, any such interference or obstruction. 9. Restorine Condition of Access Area and the Property. OCSD agrees: (1) to minimize, to the extent practicable, interference with the activities of PACIFIC 's employees, guests, customers,tenants, occupants and invitees on, and ingress to, and egress from, the Access Area; (2) to maintain its machinery, equipment, and other materials in an orderly manner while located on the Property; and (3) within 30 days following the expiration of the term of this Agreement, to remove from the Access Area and the Property all debris, trash, machinery, equipment and other materials and items used by OCSD or caused by it to be on the Access Area or on the Property. Additionally, OCSD agrees that at the completion of each day OCSD utilizes the Access Area, it shall restore the Access Area to as close to the same condition as existed at the commencement of that day, to the maximum extent possible. Following the expiration of the term of this Agreement, at its sole cost OCSD shall restore the Access Area to as close to the same condition as existed before OCSD's first entry upon and use of the Access Area in connection with the Dosing Site, to the maximum extent possible, and to the reasonable satisfaction of PACIFIC. At its sole cost, OCSD shall be responsible for the proper lawful toa3928.t Return to Aaenda Report disposal of all chemicals, compounds, and other products and materials it brings onto, or causes to be on, the Property. 10. Preparatory Activities. At its sole cost,OCSD agrees to assume full responsibility to perform all relevant preparatory work as it deems necessary to establish and operate the Dosing Site. OCSD also agrees to provide appropriate notification to, and to obtain all required permits from,all applicable regulatory authorities in connection therewith. 11. No Nuisance. OCSD agrees that it will not maintain any public or private nuisance on the Property, and will not allow any odors, smoke, noise or objectionable elements to unreasonably affect PACIFIC's employees, agents, customers, visitors, or neighboring real property occupants or visitors. 12. Indemni . OCSD hereby agrees to indemnify, defend, save and hold PACIFIC, and its owners, partners, agents, officers, members, employees, representatives, and affiliates harmless from, and against, all losses, costs, expenses, claims, causes of action, and damages suffered or incurred by any of them, which may arise from, pertain to, or relate to, the negligent acts or omissions, recklessness, or willful misconduct of OCSD or its Authorized Personnel in connection with the exercise of the rights granted herein. OCSD's obligation to indemnify, defend, save and hold harmless shall not apply to the extent that any such losses, costs, expenses, claims, causes of action or damages are caused by the negligence or willful misconduct of PACIFIC, or its owners, partners, agents, officers, members, employees, representatives or affiliates. 13. Safety and Site Condition. OCSD shall conduct its operations in a safe manner in compliance with all laws, including, but not limited to, environmental laws, and shall cooperate in maintaining the site in a safe, clean and orderly condition. 14. Sole Cost of OCSD. OCSD agrees that any work or activities conducted by OCSD on or beneath the Access Area and Property shall be at the sole cost and expense of OCSD. OCSD agrees to keep the Property free and clear of all liens by paying off all subcontractors before any debt to the same becomes a matter of a lien of record against the Property. 15. Insurance. During the term of this Agreement, OCSD shall require all contractors or subcontractors, and their employees and agents, to maintain insurance with the following minimum coverage: (i) Workers Compensation with California minimum statutory limits; (ii) Automobile Liability with$1,000,000 single limit,or equivalent and, (iii) Commercial General Liability,with $2,000,000 single limit, or equivalent During the term of this Agreement, OCSD shall request each such contractor or subcontractor to provide PACIFIC with a Certificate(s) of Insurance reflecting that PACIFIC is named as an "Additional Insured" on each contractor's and each subcontractor's Commercial General Liability, or similar, liability insurance policy. 16. Limited Access. OCSD agrees that entry upon the Access Area shall be limited to IN3928.1 Return to Mende Report the extent necessary, or desirable, for the establishment and operation of the Dosing Site and/or for the purposes expressed in this Agreement. 17. Temporary Use. The right to use and access granted herein is intended by the Parties, and shall be construed, as a temporary right to use the Access Area to conduct the Dosing Site upon the Property, and not as a grant of an easement or of any other legal or equitable interest in, or to, the Property. Except as expressly set forth herein, no other rights are created in OCSD by this Agreement. 18. Attorneys' Fees. If it becomes necessary for any Party to engage the services of legal counsel to institute any civil action to enforce or confirm, or to defend against, or to interpret or construe, any of provision(s) of this Agreement, the prevailing Party shall be entitled to recover from the other Party or Parties therein all of such Party's attorneys' fees, expert witness fees, other expenses and court costs as the prevailing party actually incurs in connection therewith. 19. Binding on Successors. This Agreement shall be binding upon the Parties to this Agreement, and upon their respective successors,representatives,heirs and assignees. 20. No Waiver. It is further understood and agreed that no failure or delay in exercising any right,power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other, or further, exercise thereof, or the exercise of any right, power or privilege hereunder. A waiver of any right by any one of the Parties hereunder must be in writing,and signed by the Party granting the waiver. 21. Assignability. OCSD shall not assign, or otherwise transfer, or attempt to transfer, to any other person or entity, any of its rights herein stated, and shall not transfer, or attempt to transfer, to any other person or entity, any of the duties or obligations herein stated, without the prior written consent of PACIFIC, which may be given or withheld in PACIFIC's sole and absolute discretion, and any other attempt to do so shall be void and of no legal force or effect. 22. Choice of Law. The terns of this Agreement shall be interpreted and construed according to the laws, regulations and ordinances of the United States of America, the State of California, the County of Orange, and the City of Brea, as they may apply, from time to time. 23. Further Acts. For the duration of this Agreement, each Party shall, whenever requested to do so by the other Party or Parties, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents, and do any and all other acts as may be reasonably necessary to accomplish the purpose and intent of this Agreement. 24. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties pertaining to the subject matter addressed herein, and supersedes all prior, or contemporaneous, agreements and understandings, both written and oral, pertaining to such subject matter 25. Interpretation. This Agreement will be interpreted according to the fair meaning IN3928.1 Return to Aaenda Report of its terms and not strictly for,or against, any Party hereto. 26. Modification. The provisions of this Agreement may only be amended or modified by a written agreement executed by the Parties. 27. Authority. Each person executing this Agreement hereby warrants that he/she has legal authority to bind the Party for whom he/she so executes this Agreement. 28. Severability. If any provision of this Agreement is held by any court of law or equity having proper jurisdiction over the matter to be void, invalid or unenforceable for any reason, the remaining provisions of this Agreement overall shall continue in full force and effect without being impaired or invalidated in any way. 29. Notice. All notices or other documents (collectively "notices") given hereunder shall be in writing and shall be addressed to the recipient and sent by personal delivery or by overnight delivery service, such as by United States certified mail, postage prepaid, Federal Express, United Parcel, or the like. Unless and until otherwise notified, the address of each of the Parties for the giving of Notices shall be as follows: If to PACIFIC: Chris Chan, Project Manager Pacific Quality Packaging Corporation 660 Neptune Avenue, Brea, CA 92821 If to OCSD: Orange County Sanitation District Attn: Clerk of the Board 10844 Ellis Avenue Fountain Valley, CA 92708 IM928.1 Return to Mende Report IN WITNESS WHEROF, the parties have executed this Agreement on the date set forth below their respective signatures. ORANGE COUNTY SANITATION DISTRICT Dated: APPROVED AS TO FORM: By: By: James D. Herberg Bradley R. Hogin Its: General Manager Its: General Counsel PACIFIC Dated: By: Chris Chan Its: Project Manager 1043928.1 OPERATIONS COMMITTEE Meeting Date TOBd.ofDlr. 02/04/15 02/2s/15 AGENDA REPORT em Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: OCEAN OUTFALL SYSTEM, PROJECT NO. J-117 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Brown & Caldwell to provide engineering design services for the Ocean Outfall System, Project No. J-117, for an amount not to exceed $6,778,015; and B. Approve a contingency of$677,801 (10%). SUMMARY The Orange County Sanitation District (Sanitation District) has two effluent pump stations located at Plant No. 2 to pump the treated effluent out to sea: Ocean Outfall Booster Station (GOBS) and Effluent Pump Station Annex (EPSA). Under normal conditions, the long outfall is used to pump the effluent five miles out to sea. Under emergency conditions, the one-mile short outfall is used. The COBS constructed in 1988, is the older and larger of the two stations and has a capacity of 600 MGD. The EPSA completed in 2007, has a capacity of 360 MGD. Declining plant influent flow from water conservation and reduction in effluent flows due to the Sanitation District's agreement to provide secondary treated water to the Orange County Water District (OCWD) for the Groundwater Replenishment System (GWRS), have reduced outfall flows lower than previously projected. The existing COBS and EPSA pumps are frequently operating below their minimum design capacities. This causes inefficient pumping and has detrimental effects on the pumps and piping, creating higher maintenance costs and shorter equipment life. Additionally, OCWD is projecting the need for even more secondary treated water with their final expansion. This will result in lower dry weather effluent flows which would potentially be only non-reclaimable flows including OCWD brine and centrate from the future Plant Nos. 1 and 2 centrifuges. Several studies have been conducted by consultants to evaluate the existing equipment and condition at OOBS. The conclusions were that the mechanical and electrical equipment and systems are nearing the end of their useful lives. Page 1 of 4 The Sanitation District advertised a Request for Proposal on September 23, 2014, and two proposals were received on November 25, 2014. Based on the overall qualifications and expertise, staff recommends awarding a Professional Design Services Agreement to Brown & Caldwell. The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select "the best qualified firm" for architectural and engineering services and to negotiate a "fair and reasonable" fee with that firm. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION General This project will assess and rehabilitate deteriorating and/or obsolete electrical, mechanical, structural, instrumentation, control systems, break room, and restrooms at OOBS; assess and redesign the EPSA motor cooling system; modify the EPSA Standby Power Facility switchgear controls for interface with the new OOBS 12.47-kV switchgear; perform hydraulic analyses for flow scenarios for gravity and outfall pumping, and determine the size of a new low Flow outfall pump station; construct a new low flow outfall pump station to more efficiently pump the current and future low flow conditions; develop new operating philosophies for the outfall pump stations and outfall system; rehabilitate interplant pipelines (84 inch and 120 inch), junction boxes, and overflow structures; install a new fiber optic cable between Plant No. 1 Central Generation Facilities and Plant No. 2 COBS; and revising the conduits within the plants to accommodate the routing revisions. The Scope of Work also includes replacement of portions of the pumping systems and other major pieces of equipment that are at the end of their useful lives, becoming obsolete and difficult to service. Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for this project was advertised on September 23, 2014. As a result, proposals were received from Black & Veatch and Brown & Caldwell on November 25, 2014. A Staff Evaluation Committee consisting of six representatives from Engineering, and Operations and Maintenance Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD-44. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following criteria: (1) project understanding and approach; (2) understanding of project risks and risk mitigation plan; (3) applicable related project experience; (4) project team and staff qualifications; and (5) estimated level of effort. Page 2 of 4 After reviewing and scoring the proposals, the two Consultant firms were ranked according to the score achieved. The Evaluation Committee interviewed both proposing firms to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected Brown & Caldwell as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION* Brown & Black & Consultant Evaluator Caldwell Veatch Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 1 2 Reviewer E 1 2 Reviewer F 1 2 Overall Ranking 1 2 Proposal Fee $6,926,047 NA Negotiated Fee Proposal $6,778,015 NA Based on scores after interview Brown & Caldwell was unanimously ranked highest by the Evaluation Committee based on their understanding of the challenges of the project, a clear and efficient approach for risk management that addresses Sanitation District's goals, and a highly-qualified project team with previous experience with similar projects. Both proposals were accompanied by a sealed fee proposal estimate. The fee proposal of the highest ranked firm was not opened until the proposals were evaluated and a top- ranked firm was selected in accordance with Sanitation District Ordinance No. OCSD-44. Staff conducted negotiations with Brown & Caldwell to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meetings, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, Brown & Caldwell submitted a revised fee proposal. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the Professional Design Services Agreement to Brown & Caldwell. Page 3 of 4 CECIA Notice of Exemption was filed on April 30, 2014. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15, Section 8, Page 86) and the project budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Draft Professional Design Services Agreement VP:dm:gc Page 4 of 4 Return to Aaenda Report PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 25" day of February, 2015 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BROWN AND CALDWELL, for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Ocean Outfall System Rehabilitation, Project No. J-117; and to provide Design services for the assessment and rehabilitation of the deteriorating and/or obsoleted electrical, mechanical, structural, instrumentation and control systems at the COBS; evaluate space utilization at the COBS; assess and redesign certain mechanical and instrumentation and control systems at EPSA and EPSA Standby Power Facility; perform hydraulic analyses to design and construct a new oulfall pumping facility; rehabilitate interplant pipelines,junction boxes and overflow structures, and install a new fiber optic cable between the plants. 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, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 25, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. 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. Where approval by the SANITATION DISTRICT 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. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 1 of 19 Return to Aaenda Report 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. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has 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 work is not performed to the satisfaction of the SANITATION DISTRICT 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. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30)calendar days during which the SANITATION DISTRICT 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 the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 2 of 19 Return to Aaenda Report F. 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 the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 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 the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Six Million Seven Hundred Seventy Eight Thousand and Fifteen Dollars ($6,778,015). 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, the SANITATION DISTRICT 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 the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT 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, the SANITATION DISTRICT shall compensate CONSULTANT and Suboonsultants 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. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 3 of 19 Return to Aaende Report As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT 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. The SANITATION DISTRICT 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 The SANITATION DISTRICT 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. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT 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. Reimbursable Direct Costs The SANITATION DISTRICT 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 the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htti):/Iwww.gsa.gov/portal/category/104711#. 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. The SANITATION DISTRICT 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. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 4 of 19 Return to Aaende Report CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT 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 the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT 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 the SANITATION DISTRICT. 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. [REVISED PER ADDENDUM NO. 1, ISSUED OCTOBER 24, 2014] H. 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 the SANITATION DISTRICT 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 the SANITATION DISTRICT'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 the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 5 of 19 Return to Aaenda Report 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, 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 the SANITATION DISTRICT. 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 project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element 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-project-element basis. In the event the SANITATION DISTRICT'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 PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 6 of 19 Return to Aaenda Report work progress for any reason, the SANITATION DISTRICT 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 the SANITATION DISTRICT, 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 the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT 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 the SANITATION DISTRICT 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 the SANITATION DISTRICT 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 the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 7 of 19 Return to Aaenda Report 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional 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 Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT'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. The SANITATION DISTRICT 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 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 flies, 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. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT 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 the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 8 of 19 Return to Aaenda Report 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 Two Million Dollars ($2,000,000) aggregate. 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 SANITATION DISTRICT 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. C. Umbrella Excess Liability The minimum limits of general liability and Automotive 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 automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's 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 Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. 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 PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 9 of 19 Return to Aaenda Report 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 negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits 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. 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 term 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 of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT 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. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT 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 the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 10 of 19 Return to Aaenda Report • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 11 of 19 Return to Aaende Report J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. 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. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs 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. N. 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. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT 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, requested by SANITATION DISTRICT, 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. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 12 of 19 Return to Aaende Report 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, 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-project-element 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 the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered enginee and a staff of specialists and draftsmen in each department. The firm itself is not a re ed engineer but represents and agrees that wherever in the performance of t 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. SANITATION DISTRICT 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 the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT 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 the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 13 of 19 Return to Aaenda Report be available to assist SANITATION DISTRICT'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 the SANITATION DISTRICT. 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. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha Dubrovski, Principal Contracts Administrator Copy: Victoria Pilko, Project Manager Notices shall be mailed to CONSULTANT at: BROWN AND CALDWELL 18200 Von Karmen Avenue Suite 400 Irvine, CA 92612 Attention: Dan Bunce, P.E., PIMP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT 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 the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 14 of 19 Return to Aaende Report 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT 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 the SANITATION DISTRICT. 16. COMPLIANCE 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. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT 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. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 15 of 19 Return to Aaenda Report 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, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, 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 the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, 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 the SANITATION DISTRICT'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: (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 the SANITATION DISTRICT 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 PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 16 of 19 Return to Aaenda Report 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 the DISTRICT 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 the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. [REVISED PER ADDENDUM NO. 1, ISSUED OCTOBER 24, 2014] 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT 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 PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 17 of 19 Return to Aaende Report documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT 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 the SANITATION DISTRICT. 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 the SANITATION DISTRICT (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 the SANITATION DISTRICT 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 the SANITATION DISTRICT 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. PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 18 of 19 Return to Aaende Report IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: BROWN AND CALDWELL By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By MASE air, Board o ctors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment "A"—Scope of Work Attachment "B"—Labor Hour Matrix Attachment "C"— Not Attached Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment "F"— Not Attached Attachment "G"— Not Attached Attachment"H"— Not Attached Attachment"I"—Cost Matrix and Summary Attachment"J"— Not Attached Attachment"K"—Hourly Rate Schedule for Minor Subconsultant [REVISED PER ADDENDUM NO. 1, ISSUED OCTOBER 24, 2014] Attachment"L"—OCSD Safety Standards NKD:yp PDSA PROJECT NO.J-117 Revised 060214 OCEAN OUTFALL SYSTEM REHABILITATION ADDENDUM NO.1 Page 19 of 19 OPERATIONS COMMITTEE Meeting Date To BA.of Dlr. 02,04,15 -- AGENDA REPORT em number Item Numbe s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY During the second quarter of FY 2014115 Plant No. 1 had one odor complaint, Plant No. 2 had six odor complaints and the collections system had eleven odor complaints attributable to OCSD. A brief summary of the odor complaints with a table tracking the history is included as an attachment. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachments) are provided in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Fiscal Year 2014/15 Second Quarter Odor Complaint Summary Page 1 of 1 Return to Mends Report Orange County Sanitation District Odor Complaint Report Fiscal Year 2014/15 — 2nd Quarter 1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received one attributable odor complaint. The complaint was initially routed to the Collections team with the assumption that the odor was coming from a sump pump located near an influent trunkline. During their field visit, staff were unable to detect the odor source, however operations conducted an odor circuit of the plant processes and provided a follow-up with a call back on the complainants. It was observed that the plant was under the normal operational range and conditions. 2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received six attributable odor complaints during this quarter. The common odor identified by residents was described as a rancid chemical-like smell. Staff responded to each resident location but were not able to detect odors. Staff conducted an odor circuit of the treatment facility and detected fugitive odors at the dewatering facility. Staff took the necessary actions such as closing perimeter doors and verifying the dewatering scrubber operation to mitigate this odor source. 3. Collection Facilities Odor Complaints—Second Quarter FY 2014/15 OCSD received eleven attributable odor complaints due to the collection system. Based on our current upstream sewage conditioning program, our goal for level of service is 34 or fewer complaints attributed to OCSD. 4. All Odor Complaints Tracking 2""otr 1' Otr Cumulative FY Oct.2014 to Dec.2014 FY FY 14/15 14/15 14/15 All Public Complaints Collections P1 P2 Total Total Total Attributable to 11 1 6 18 16 34 OCSD Not Attributable to OCSD 5 1 0 6 11 17 Total Public Complaints 16 2 6 24 27 51 Received: OPERATIONS COMMITTEE Meeting Dare To ad.of W. ozroa/os AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CIP OVERVIEW GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview on the Capital Improvement Program (CIP). The presentation will illuminate the process by which projects are created, designed, and constructed. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A RT:KM:sa:gc Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency Glossary of Terms and Abbreviations SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation 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 know 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. 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 farm land 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. Glossary of Terms and Abbreviations Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor becomes the DrT for that air sample. Greenhouse gases — 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 (GWR) System — 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 the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) 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. Combined sewers carry both wastewater and urban run-off. 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. 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. Glossary of Terms and Abbreviations 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.