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HomeMy WebLinkAbout03-06-2019 Operations Committee Meeting Agenda Packet Orange County Sanitation District OJH V SAN,r Wednesday, March 6, 2019 Regular Meeting of the i °s 5:00 P.M. OPERATIONS COMMITTEE Administration Building Board Room 10844 Ellis Avenue ENVP�P�W? Fountain Valley, CA 92708 THE 714 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and 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: The Consent Calendar Items are considered routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the Regular meeting of the Operations Committee held on February 6, 2019. 2. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Kathy Millea) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Schweitzer Engineering Laboratories (SEL) to provide final design, programming, testing, commissioning, and training for a load-shedding system and electrical power system protective relays for Ocean Outfall System Rehabilitation, Project No. 03/06/2019 Operations Committee Agenda Page 1 of 4 J-117, Outfall Low Flow Pump Station, Contract No. J-117B, for a total amount not to exceed $1,100,000; and B. Approve a contingency of $110,000 (10%). 3. ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2, PROJECT NO. PS17-03 (Kathy Millea) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Lettis Consultants International, Inc. to provide engineering services for the Active Fault Location Study at Plant No. 2, Project No. PS17-03, for an amount not to exceed $882,430; and B. Approve a contingency of $88,243 (10%). 4. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Kathy Millea) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C; B. Award a Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C, for a total amount not to exceed $469,000; and C. Approve a contingency of $46,900 (10%). NON-CONSENT: 5. HEADWORKS REHABILITATION AT PLANT NO. 1, PROJECT NO. P1-105 (Kathy Millea) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a budget increase of $36,000,000 for Headworks Rehabilitation and Expansion at Plant No.1, Project No. P1-105, for a total budget amount of $406,000,000; and B. Approve a contingency increase of $5,083,398 (29%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of $8,939,398 (51%). 03/06/2019 Operations Committee Agenda Page 2 of 4 INFORMATION ITEMS: 6. ORANGE COUNTY SANITATION DISTRICT OPERATIONS & MAINTENANCE DEPARTMENT PRESENTATION (Rob Thompson) Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month's topic: Orange County Sanitation District wastewater treatment basics. 7. HEADQUARTERS COMPLEX AD HOC COMMITTEE UPDATE (Rob Thompson) Staff will provide an update on the recent Headquarters Complex Ad Hoc Committee meeting. DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Regular Meeting of the Operations Committee meeting is scheduled for April 3, 2019 at 5:00 p.m. 03/06/2019 Operations Committee Agenda Page 3 of 4 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) 593-7433 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. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. 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. Kelly A. Lore, MMC Clerk of the Board (714)593-7433 klore(a)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 jherberg(@ocsd.com Assistant General Manager Rob Thompson (714)593-7310 rthompson(a)ocsd.com Assistant General Manager Lorenzo Tyner (714)593-7550 Itvner(cDocsd.com Director of Engineering Kathy Millea (714)593-7365 kmillea(a)ocsd.com 03/06/2019 Operations Committee Agenda Page 4 of 4 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, February 6, 2019, 5:00 p.m. A meeting of the Operations Committee was called to order by Committee Chairwoman Ellery Deaton on Wednesday, February 6, 2019 at 5:05 p.m. in the Administration Building. Chair Deaton led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Ellery Deaton, Chair Jim Herberg, General Manager Robert Collacott, Vice-Chair Rob Thompson, Assistant General Manager Brad Avery Lorenzo Tyner, Assistant General Manager Tom Beamish (Alternate) Celia Chandler, Director of Human Resources Allan Bernstein Kelly Lore, Clerk of the Board Doug Chaffee Bob Bell Steve Jones Don Cutler Lucille Kring Mike Dorman Fred Smith Dean Fisher Mariellen Yarc Alfredo Garcia Dave Shawver, Board Chair Kevin Hadden John Withers, Board Vice-Chair Courtney Light Kathy Millea COMMITTEE MEMBERS ABSENT: Jeff Mohr Phil Hawkins Riaz Moinuddin Jesus J. Silva Adam Nazaroff Tyler Ramirez OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director (CMSD) PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Chair Deaton did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg reminded the committee of the Board Orientation to be held on February 20, 2019 at 3:00 p.m. Mr. Herberg also announced that a new addition 02/06/2019 Operations Committee Minutes Page 1 of 5 to the "green fleet", a Sewer Cleaning Combo truck, was on display in the parking area and explained how the truck operates. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the Special meeting of the Operations Committee held on January 16, 2019. AYES: Bernstein, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: Avery, Beamish (Alternate), and Chaffee ABSENT: Hawkins and Silva 2. COATING INSPECTION AND CORROSION TESTING SERVICES (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Coating Inspection and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2019-001, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement($600,000 total) with the following three firms: • On-Site Technical Services, Inc. • Corrpro Companies, Inc. • CSI Services, Inc. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 3. SURVEYING SERVICES (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant projects, PSA2019- 002, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($800,000 total) with the following four firms: • Michael Baker International, Inc. • Stantec Consulting Services, Inc. • D. Woolley & Associates, Inc. • Bush and Associates, Inc. 02/06/2019 Operations Committee Minutes Page 2 of 5 AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 4. GEOTECHNICAL TESTING SERVICES (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2019-003, for a three-year period effective May 1, 2019, for an amount not to exceed $300,000 per individual agreement ($900,000 total) with the following three firms: • Ninyo & Moore • SCST, Inc. • Koury Engineering and Testing, Inc. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 5. QUARTERLY ODOR COMPLAINT REPORT (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year 2018/19 Second Quarter Odor Complaint Summary. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva NON-CONSENT: 6. CEQA— FACILITIES MASTER PLAN, PROJECT NO. PS17-08 (Rob Thompson) Assistant General Manager Rob Thompson introduced Engineering Manager Kathy Millea who presented an informative PowerPoint regarding the statute, the CEQA process, and when OCSD must consider CEQA. She explained the Master Plan requirements and innovative public outreach techniques used to assist and identify the environmental impacts of projects. Ms. Millea and General Counsel 02/06/2019 Operations Committee Minutes Page 3 of 5 Brad Hogin responded to questions regarding the Programmatic Environmental Impact Report. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Dudek to provide environmental services for the preparation of a California Environmental Quality Act compliance document for the CEQA — Facilities Master Plan, Project No. PS17-08, for an amount not to exceed $812,709; and B. Approve a contingency of $81,270 (10%). AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva 7. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) Mr. Thompson provided a brief overview of the intent of the Quarterly report and introduced Engineering Manager Jeff Mohr who provided a PowerPoint regarding the CIP performance report. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Capital Improvement Program Contract Performance Report for the period ending December 31 , 2018. AYES: Avery, Beamish (Alternate), Bernstein, Chaffee, Collacott, Deaton, S. Jones, Kring, Shawver, F. Smith, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Hawkins and Silva INFORMATION ITEMS: 8. RESERVES AND INVESTMENTS POLICIES (Lorenzo Tyner) Assistant General Manager Lorenzo Tyner provided an informative PowerPoint presentation regarding the current Reserves and Investment Policies of the Sanitation District. DEPARTMENT HEAD REPORTS: None. 02/06/2019 Operations Committee Minutes Page 4 of 5 CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Chair Shawver recognized Chair Ellery Deaton as it was her last meeting as Operations Chair, thanked her for her service on the Board of Directors and wished her well. ADJOURNMENT Chair Deaton declared the meeting adjourned at 5:53 p.m. to the meeting to be held on Wednesday, March 6, 2019 at 5:00 p.m. Submitted by, Kelly A. Lore, MMC Clerk of the Board 02/06/2019 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE Meeting Date To 3/ /f Dir. 03/06/19 03/27/19 AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Schweitzer Engineering Laboratories (SEL) to provide final design, programming, testing, commissioning, and training for a load-shedding system and electrical power system protective relays for Ocean Outfall System Rehabilitation, Project No. J-117, Outfall Low Flow Pump Station, Contract No. J-117B, for a total amount not to exceed $1,100,000; and B. Approve a contingency of $110,000 (10%). BACKGROUND Electrical power for the Orange County Sanitation District's (Sanitation District) Plant No. 2 is supplied by its own Central Generation System (CenGen) and by Southern California Edison (SCE). In a SCE power outage, the entire plant load is initially supplied only by CenGen until standby diesel generator power starts to feed select loads. If the load exceeds the operating CenGen capacity for a fraction of a second, CenGen will shut down. A centralized, Schweitzer Engineering Laboratories (SEL) high-speed load-shedding system is being installed by Outfall Low Flow Pump Station, Contract No. J-117B, to maintain plant operations during a SCE power outage by dynamically switching equipment backed up by standby generators off CenGen and shutting down non-critical equipment. The system utilizes microprocessor-based controllers and relays interconnected in a dedicated high-speed network to monitor plant loads and critical events to immediately shed excess low priority loads. This system also greatly reduces the magnitude of potential arc flash events, which is an important safety concern for power distribution equipment. On March 28, 2018, the Board authorized staff to sole source SEL for the load-shedding system and electrical power system protective relays and authorized staff to negotiate sole source, professional services with SEL. RELEVANT STANDARDS • 24/7/365 treatment plant reliability Page 1 of 3 • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The implementation of the load-shedding and protective relaying systems requires a specific expertise in programming, high-speed network design, and configuration to guarantee the system performance. Timing and system performance is essential to quickly trip loads before CenGen is overloaded and reduce arc flash hazards using relay-to-relay communications. The load-shedding controller also has proprietary logic at the core of its function that only SEL can configure. PROPOSED SOLUTION Award a Professional Services Agreement to SEL to provide qualified staff with extensive experience in designing, programming, configuring, testing, and commissioning their load-shedding and protective device systems at Plant No. 2 to meet the system performance requirements. TIMING CONCERNS The Outfall Low Flow Pump Station, Contract No. J-11713, will be furnishing and installing the materials for the load-shedding and protective relaying systems. The Professional Service Agreement is required to complete the final network and communications design, detailed installation drawings, and factory testing so the J-117B Contractor can install and network the load-shedding and protective relaying equipment. A delay in issuing this Processional Services Agreement may impact the completion of Contract No. J-11713. RAMIFICATIONS OF NOT TAKING ACTION The load-shedding system final design will not be completed and the system will not be programmed, tested, commissioned, and put into operation. PRIOR COMMITTEE/BOARD ACTIONS March 2018 - Authorized staff to specify SEL as the sole source provider for current and future projects equipment, materials, and services for electrical power system protective relays and load-shedding systems at Plant Nos. 1 and 2; authorize staff to negotiate service agreements for services related to protective relays and load-shedding systems for current and future projects, and for on-going operations and maintenance at Plant Nos. 1 and 2; and ratify the addition of Schweitzer Engineering Laboratories to the list of pre-approved Original Equipment Manufacturers for procurements under $100,000 for equipment, materials, and services for electrical power system protective relays and load-shedding systems. Page 2 of 3 ADDITIONAL INFORMATION Staff worked collaboratively with SEL to develop the detailed professional services scope of work to ensure that the required elements met the needs of Contract J-117B. A review of the preliminary and final proposed pricing was conducted based on the Sanitation District's experience programming control systems and performing factory testing and field commissioning. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. The March 2018 estimate for the SEL load-shedding and protective relay systems for Plant No. 2 was in the range of$1.5 million to$2.5 million. Based on SEL's actual material costs on Contract No. J-117B and this Professional Services Agreement, the total estimated cost is approximately $2.2 million. CEQA An Initial Study/Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Outfall Low Flow Pump Station, Contract No. J-117B, was adopted by the Board on September 27, 2017. The Notice of Determination was filed with the Orange County Clerk-Recorder on October 2, 2017. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Fiscal Year 2018-19 and 2019-20 Budget, Section 8, Page 37) and the budget is sufficient for this action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Services Agreement JM:MD:dm:gc Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter referred to as AGREEMENT, is made and entered into and is to be effective the 27th day of March 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and SEL ENGINEERING SERVICES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for OUTFALL LOW FLOW PUMP STATION, CONTRACT NO. J-117B ("Project") to provide professional services for engineering support, including detailed network design, integration, programming, factory demonstration testing, commissioning, training, and closeout of the Load Shed and Substation LAN system, and to provide any necessary equipment or materials through CONSULTANT or CONSULTANT'S subcontractors; and, WHEREAS, CONSULTANT satisfies all qualification requirements identified in this AGREEMENT and agrees to provide the professional services and equipment specified herein; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and equipment and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on March 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this AGREEMENT, the Parties hereby agree as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish all professional services and equipment necessary 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, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is required, it is understood that any such approval shall operate as conceptual approval only and shall not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, or industry standards, and shall not limit or reduce CONSULTANT's liability for any and all damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants to the extent indicated herein. PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 1 of 18 B. CONSULTANT is solely responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have 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 CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or applicable laws, regulations, or industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager in accordance with Section 1.E below and any other Warranty provided herein. D. Any CAD drawings, figures, and other work produced by CONSULTANT and Subconsultants shall be completed pursuant to 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 all SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. E. Submittals, including electronic files, shall be subject to an acceptance review period of five (5) calendar days during which the SANITATION DISTRICT shall perform appropriate reviews to ensure compliance with SANITATION DISTRICT's internal standards and requirements, including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. CONSULTANT's revisions shall be submitted to SANITATION DISTRICT within five (5) calendar days of CONSULTANT's receipt of the SANITATION DISTRICT's revision request, for the second review period of no more than five (5) days. Should there be further requests for revisions by SANITATION DISTRICT or, should SANITATION DISTRICT take more than the five (5) day review period to respond to CONSULTANT, the Project schedule will be adjusted to account for any further delays in order to gain SANITATION DISTRICT's acceptance. The Parties understand and agree that SANITATION DISTRICT shall have no responsibility to review submittals for compliance with any applicable laws, regulations, or industry standards, and further agree that nothing in this AGREEMENT shall limit CONSULTANT's responsibility to ensure that all submittals or other work product conform with all applicable laws, regulations, and industry standards. F. The Parties understand that the provision of consulting services under this AGREEMENT may require CONSULTANT and SANITATION DISTRICT to PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 2 of 18 provide certain Confidential Information to the other Party. Confidential Information includes, without limitation, any information, design, process, procedure, formula, data, concept, or know how, regardless of form or means of conveyance, that is: (i) valuable and secret in the sense that its confidentiality affords the disclosing party a competitive advantage over its competitors; (ii) confidential or proprietary, whether or not patentable or copyrightable; or (iii) related to a Party or its business operations, financials, performance results, product planning, marketing strategies, pricing, customers, prospects, suppliers, products, computers, software and any related information (including the existence and terms of this Agreement). Confidential Information shall not include any information, design, process, procedure,formula, data, concept, or know how that: (i) is known to the receiving Party prior to disclosure by the disclosing Party, (ii) is independently developed by a Party without use of any Confidential Information, (iii) is or becomes lawfully available to the receiving Party on a non- confidential basis from a source other than the disclosing Party, or (iv) that the disclosing Party authorizes for release in writing. The receiving Party shall use Confidential Information solely in connection with discussions with the disclosing Party and any resulting business transactions between the Parties, provided such use does not violate the terms of this AGREEMENT. The receiving Party shall not use, share, or exploit Confidential Information for the Party's own benefit or that of any third party and shall only use Confidential Information as contemplated by this Agreement or as otherwise specifically authorized in writing by the disclosing Party. The receiving Party shall not make any more copies of Confidential Information than are necessary for its use pursuant to this Agreement. Except as may be required by law or otherwise permitted herein, the receiving Party shall not disclose to any third party any of the Confidential Information of the disclosing Party, or the fact that discussions between the parties are taking place or any of the terms, conditions or other facts with respect thereto, including the status thereof, without the prior written consent of the disclosing Party. The Parties may disclose Confidential Information to officers, directors, employees, service providers, consultants, subcontractors, agents and attorneys (collectively, "Representatives") with a need to know the Confidential Information in order to complete the services contemplated in this AGREEMENT, provided the receiving Party binds those Representatives to terms at least as restrictive as those in this Agreement. The Parties agree to take commercially reasonable efforts to prevent the improper disclosure or dissemination of Confidential Information and shall be responsible for any breach of this Agreement by any person to whom the receiving Party discloses any Confidential Information. In the event that either Party is required by law, governmental authority, or judicial order, according to advice of counsel, to disclose any Confidential Information covered by this Agreement, the Party being compelled to disclose shall provide the other Party with prompt notice of such pending disclosure so that the other party may seek a protective order, if appropriate. The receiving Party shall use at least the same degree of care (and, in any event, not less than a reasonable degree of care) in protecting the disclosing Party's Confidential Information as it exercises in protecting its own similar Confidential Information. The receiving Party shall notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and shall cooperate in every reasonable way with the disclosing Party to help regain possession of Confidential Information and prevent its further unauthorized use and/or disclosure. The PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 3 of 18 Parties acknowledge that irreparable harm may result from use or disclosure of Confidential Information in violation of this AGREEMENT and agree that, in the event of breach or threatened breach of this AGREEMENT by either Party, the other party shall have remedy in law and/or equity, including without limitation appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. The termination, expiration, or completion of the consulting relationship established under this AGREEMENT shall not relieve the Parties or their Representatives of their obligations under this provision, including the obligation to prevent improper disclosure, use, or dissemination of Confidential Information. 2. COMPENSATION Total fixed-price compensation shall be paid to CONSULTANT for services completed and equipment delivered in accordance with the scope of work detailed in Attachment A- SCOPE OF WORK in the amount of$ 3. PROGRESS AND OTHER REPORTS A. Progress Reports. CONSULTANT will submit a progress report with each invoice reflecting the amount of funds expended in labor and/or in other Project costs for the invoice submitted and in total for the Project by milestone. The progress reports shall summarize the stage of completion the Project as a whole, address any concerns or delays which may be foreseen, and identify potential items which may require a change order which are not included in the Final Scope of Work attached herein. 4. PAYMENT A. Upon completion of any Project milestone, CONSULTANT shall submit invoices, hereinafter referred to as"Milestone Invoices,"to the SANITATION DISTRICT. All Milestone Invoices shall include a Progress Report as specified in Section 3. CONSULTANT shall warrant and certify the accuracy of the amounts invoiced for each fixed price milestone. CONSULTANT understands that submitted prices are subject to Section 11 Audit Provisions. B. CONSULTANT will submit Milestone Invoices covering milestones tasks performed for payment no later than the second Wednesday of the following month after completion of the milestone and in the format required by the SANITATION DISTRICT. The format must include, at a minimum: (a) current milestone being invoiced and the dollar amount (b) current total Project percent invoiced to date and the dollar amount (c) remaining total Project percent to be invoiced and the dollar amount Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT net thirty (30) days of the date of CONSULTANT's invoice for one hundred percent(100%)of the invoiced amount. PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 4 of 18 C. Upon satisfactory completion of the Scope of Work performed hereunder and prior to final payment under this AGREEMENT for such Scope of Work, or upon prior settlement following 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. D. 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 $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 the 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 A. To the extent CONSULTANT intends to utilize employees or Subconsultants who will perform public works during the Agreement, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to, and shall comply with, all prevailing wage requirements with respect to such employees, and will ensure that all Subconsultants comply with all applicable prevailing wage requirements. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq., CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 5 of 18 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall at all times comply with all applicable provisions of the Labor Code, including Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or members of the general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner, including those described in Title 8, California Code of Regulations Section 16461(e). 7. INTELLECTUAL PROPERTY. A. CONSULTANT retains all intellectual property rights to anything created, owned, conceived, reduced to practice, or fixed in a tangible medium by CONSULTANT before the Project or outside of the scope of the Project and any improvement based solely thereon ("CONSULTANT Background Technology"). B. SANITATION DISTRICT will own all intellectual property rights to improvements which are made (fixed in a tangible medium of expression or conceived and reduced to practice) and delivered to SANITATION DISTRICT under the Project, subject to CONSULTANT ownership of CONSULTANT Background Technology. C. Subject to CONSULTANT's ownership of CONSULTANT BACKGROUND TECHNOLOGY, SANITATION DISTRICT will retain sole ownership of any and all Work Product provided by the CONSULTANT under this AGREEMENT. Work Product includes, but is not limited to, all drafts, data, correspondence, proposals, and reports (collectively, "Work Product") compiled, composed, or created by CONSULTANT under this AGREEMENT. Notwithstanding the foregoing, SANITATION DISTRICT shall not share, disclose, or disseminate any Work Product provided by the CONSULTANT with any third parties without the CONSULTANT's written consent. D. CONSULTANT grants SANITATION DISTRICT a perpetual, worldwide, non- exclusive, non-transferrable, personal, revocable, limited license to use and modify CONSULTANT Background Technology that are integrated into the Project only for the purpose of operation, repair, modification, extension, and maintenance of the Project. SANITATION DISTRICT agrees to indemnify, defend and hold harmless CONSULTANT and all related parties from and against any changes made by SANITATION DISTRICT or others relating to design documents produced by CONSULTANT. PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 6 of 18 8. 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 VIII, 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. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, 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 Four Million Dollars ($4,000,000) annual aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, contractual liability, products liability/completed operations (including any product manufactured or assembled), broad form property damage, independent contractor liability, personal and advertising injury. 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. Automotive/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 7 of 18 trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of 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. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable to the SANITATION DISTRICT. F. 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 ($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 Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. 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 One Million Dollars ($1,000,000) 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 one (1) year 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 PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 8 of 18 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 expiration date of said policy and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. 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. In such case of a claim, the SANITATION DISTRICT reserves the right to require complete, certified copies of the applicable insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: 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 2001 10 01 and CG 2037 04 13. 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 I. 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, the CONSULTANT and its PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 9 of 18 insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage. The certified letter must be sent to the attention of Risk Management, 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 otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. 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. K. Non-Limiting (if applicable) Nothing in this document shall be construed to 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 pursuant to this Agreement. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention will be the responsibility of CONSULTANT. The SANITATION DISTRICT will not be required to pay any deductibles and/or self-insured retention with regard to any claims filed on CONSULTANT's policies. M. 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. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the 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. 10. PROJECT TEAM AND SUBCONSULTANTS Prior to the execution of this Agreement, CONSULTANT shall provide to SANITATION DISTRICT, and the SANITATION DISTRICT shall approve, a list containing the names and full description of all Subcontractors/Subconsultants and CONSULTANT's Project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subcontractor/Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subcontractor/Subconsultant, broken down as indicated in PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 10 of 18 Section 2- COMPENSATION. SANITATION DISTRICT must approve CONSULTANT's list of Subcontractors, Subconsultants, and Project team members prior to the initiation of any work under this AGREEMENT. SANITATION DISTRICT retains the right to prevent CONSULTANT from using certain Subcontractors, Subconsultants, or Project team members if SANITATION DISTRICT reasonably believes such Subcontractors, Subconsultants, or Project team members are unqualified or unfit. There shall be no substitution of the listed Subcontractors/Subconsultants without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer are required, such services will be performed by, or under the direct supervision of, registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit applicable records, documents and any other evidence of procedures and practices that are reasonably related to the CONSULTANT's work under this AGREEMENT and which may be 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 Subcontractors/Subconsultants during the term of this AGREEMENT and for a period of three (3) years after its termination. B. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents for the type of work provided within 15 days after receipt of notice from the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents. C. It is understood that CONSULTANT will not release the make-up of its labor rates nor product prices nor the formulas or processes used to determine such rates and prices. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 11 of 18 employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be affected 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 and addressed as follows: SANITATION DISTRICT: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Contracts Administrator Copy: Project Manager CONSULTANT: SEL ENGINEERING SERVICES, INC. Dita Wexler, Contracts and Risk Manager 2350 NE Hopkins Court Pullman, WA 99163 Phone: 509-332-1890 Fax: 509-332-7990 Email: selcontracts@selinc.com All communication regarding the Scope of Work will be addressed to the Project Manager identified above. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, after 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 and any non- cancellable obligations incurred for the Project. 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 at the address listed in Section 14 - NOTICES. PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 12 of 18 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project which have been paid for but not yet delivered by CONSULTANT shall become the property of the SANITATION DISTRICT upon the termination or completion of the work in accordance with Section 7 herein. 17. 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. 18. 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 this AGREEMENT for that Party. 19. 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 and approved by both Parties. 20. 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) or arbitration 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 he may be entitled. 21. WARRANTY CONSULTANT warrants to SANITATION DISTRICT that CONSULTANT-manufactured products or equipment ["Product(s)"] are free from defects in material and workmanship for ten (10) years after delivery to SANITATION DISTRICT for all CONSULTANT Products, including CONSULTANT-manufactured control enclosure structures and panels. The sole and exclusive warranties for any software are set forth in the CONSULTANT Software License Agreement. The warranty described herein is conditioned upon proper storage of Products and shall be void in its entirety if SANITATION DISTRICT modifies Products without prior written consent to, and subsequent approval of, any such modifications by CONSULTANT, or if SANITATION DISTRICT uses Products for any applications that require product listing or qualification not specifically included in the CONSULTANT written quotation or proposal. If any Product fails to conform to this warranty and SANITATION DISTRICT properly notifies CONSULTANT of such failure and returns the Product to CONSULTANT's factory for PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 13 of 18 diagnosis (and pays all expenses for such return), CONSULTANT shall correct any such failure by, at its sole discretion, either repairing any defective or damaged Product part(s) or making available any necessary replacement part(s) or Product(s). CONSULTANT will pay the freight to return the Product to the SANITATION DISTRICT (Carriage Paid to (CPT) customer's place of business). If CONSULTANT is unable or unwilling to repair or replace, CONSULTANT and SANITATION DISTRICT shall negotiate an equitable resolution such as a prorated refund or credit to the SANITATION DISTRICT's account. Any Product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. CONSULTANT shall, whenever possible, pass the original manufacturer warranty to SANITATION DISTRICT for non- CONSULTANT products and/or services. CONSULTANT does not warrant non- CONSULTANT products and/or services, including non-CONSULTANT control enclosure structures, and non-CONSULTANT products within CONSULTANT panels, control enclosure structures and systems, and products or prototypes provided by CONSULTANT for testing, marketing, or loan purposes. CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards and in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If, within the 12-month period following completion of CONSULTANT's services under this AGREEMENT,the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall reperform (or, at CONSULTANT's option and subject to SANITATION DISTRICT approval, pay a third party to reperform) any of its defective services (including services performed in conjunction with CONSULTANT systems) at no cost to SANITATION DISTRICT upon receipt of such notice detailing the defective service(s). CONSULTANT shall, within a reasonable 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 and subject to the provisions of California Civil Code Section 2782.8, 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, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, losses, judgments, fines, penalties, costs and expenses (including reasonable attorneys' fees, disbursements and court costs; individually, a "Claim"; collectively, "Claims")which may arise from, or are in any manner related to, work, operations, activities, or services performed by, or under the supervision of, CONSULTANT pursuant to this AGREEMENT. Such Claims include, but are not limited to, any negligent acts or omissions, recklessness and/or willful or intentional misconduct of CONSULTANT or CONSULTANT's principals, officers, agents, PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 14 of 18 employees, suppliers, Subconsultants, subcontractors, and/or any person or entity employed directly or indirectly by any such party Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim or any portion thereof arising from: (a)the negligence or willful misconduct of the Indemnified Parties as determined in a final judgment, arbitration, award, order, settlement, or other final resolution of the matter; or (b)a natural disaster or other act of God, such as an earthquake; or (c)the action(s) of an independent third party who is wholly unrelated to the Indemnified Parties, the CONSULTANT, and CONSULTANT's principals, officers, agents, employees, suppliers, Subconsultants, and subcontractors, including any person or entity employed directly or indirectly by any of the aforementioned parties. Exceptions (a)through (c) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify, defend, protect, and hold harmless the Indemnified Parties, from Claims arising from more than one cause if any such cause due to Contractor's negligence taken alone would otherwise result in the obligation to indemnify hereunder. To the extent permitted by law, 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 to the extent allowed herein. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall either Party be liable to the other Party or their insurers for any loss or damage which is not covered by the negligent Party's insurance, for an amount of Four Million Dollars ($4,000,000)and any liability shall terminate upon the expiration of the warranty period. No claim, regardless of form, arising under this AGREEMENT may be brought by a Party outside of the applicable California statute of limitations. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall either Party be liable for any special, consequential, incidental, liquidated or punitive damages, including without limitation any loss of profit or revenues, loss of use of products or associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, downtime costs or claims of either Party's customers for such damages. The terms of this AGREEMENT are contractual and the result of negotiation between the parties hereto. Accordingly, 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 CONSULTANT's duty to defend the Indemnified Parties from a Claim brought hereunder is subject to California Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if 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 PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 15 of 18 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, in whole or in part, to the negligence, recklessness, or willful misconduct of the CONSULTANT, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims for the portion and extent of the SANITATION DISTRICT's adjudicated negligence, recklessness, or willful misconduct. In no event shall the costs to defend the Indemnified Party charged to the Consultant exceed the Consultant's proportionate percentage of fault. 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 is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures, including the OCSD Safety Standards, as applicable, as may be amended from time to time. 25. 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 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 unless such costs were approved for expenditure by the SANITATION DISTRICT. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the 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 applicable provisions of the AGREEMENT which expressly or by their nature PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 16 of 18 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. 26. 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. This Agreement may be modified or amended only by a written document executed by the Parties and by persons with authority to execute the same. 27. Work Suspension De-mobilization and re-mobilization which is written into the Project schedule is not considered Work Suspensions under this article. Work Suspensions herein are defined as those suspensions which are not planned and therefore are not expected and would require additional funding to cover such costs. Should the Sanitation District require Consultant to suspend progress on the Consultant's work which would require Consultant to shut down the Project until such time the Sanitation District provides notice to Consultant to re-start the Project, or the Sanitation District does not respond within thirty (30) days to a request for information or other key decision points needed for the Project to remain active and progressing, the Sanitation District agrees to pay Consultant$10,000 for such situations which would require Consultant to demobilize and re-mobilize the Project for each and every situation. Upon written notice from the Sanitation District to re-mobilize the Project, Sanitation District will also Provide a revised Project schedule which extends the Project dates by, at least, the same amount of time as the time of the suspension of the Project. Should Consultant's staff be unavailable to re-start the work due to workload incurred during the Work Suspension, the revised schedule shall also take this into account for extending the dates for reasonable completion periods. In the event that a Project is shut down or suspended due the reasons noted in this Section, for a period of more than forty-five (45) days, Consultant, will charge the Sanitation District and the Sanitation District agrees to pay Consultant additional a 20% restocking fee for any material that has been ordered but not delivered or installed which can be returned for credit. If such material is customized and cannot be re-stocked, the Sanitation District agrees to pay for any for the actual cost for the portion of the customized material that cannot be re-stocked. PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 17 of 18 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. SEL ENGINEERING SERVICES, INC. and it's affiliates By Date Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A"—Scope of Work Attachment "B"— Not Used Attachment"C"— Not Used Attachment"D"—Not Used Attachment"E"— Not Used Attachment"F"— Not Used Attachment"G"— Not Used Attachment "H"— Not Used Attachment"I"— Not Used Attachment"J"— Approved Subconsultants and/or Subcontractors Attachment"K" -- OCSD Safety Standards XX:xx PSA CONTRACT NO.J-117B Revision 080118 OUTFALL LOW FLOW PUMP STATION Page 18 of 18 OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 03/06/19 03/27/19 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2, PROJECT NO. PS 17-03 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Lettis Consultants International, Inc. to provide engineering services for the Active Fault Location Study at Plant No. 2, Project No. PS17-03, for an amount not to exceed $882,430; and B. Approve a contingency of $88,243 (10%). BACKGROUND The Orange County Sanitation District's (Sanitation District) Treatment Plant No. 2 in Huntington Beach is subject to various risks involving seismic (earthquake) events. In addition to differential ground settlement, soil liquefaction, and sliding hazards, there are also fault rupture risks since Plant No. 2 spans a portion of the Newport-Inglewood fault zone. In the course of recent projects, the southern and central portions of the plant have been investigated for active faults and fault rupture potential, and some have been identified. From the information gathered to date, it is probable that additional active faults are present at the plant. RELEVANT STANDARDS • Protect Orange County Sanitation District assets • Sustain 1, 5, 20-year planning horizons • 24/7/365 treatment plant reliability PROBLEM Plant No. 2 resides on an active fault zone. It is important to identify all active fault lines in the facility. If a fault rupture occurs, the earth can rip along the fault line in different directions. If this were to occur underneath a Sanitation District facility, the result could be catastrophic for the facility. Page 1 of 4 PROPOSED SOLUTION Conduct a comprehensive fault identification and displacement study. The study will provide the Sanitation District with a more complete understanding of fault rupture risks at Plant No. 2 and be a beneficial tool for locating future facilities. TIMING CONCERNS Conducting this study now will provide guidance for future Capital Improvement Program projects that are identified as part of the 2017 Facilities Master Plan and the 2018 Biosolids Master Plan. RAMIFICATIONS OF NOT TAKING ACTION Not performing a plant-wide active fault location study for Plant No. 2 will only leave a partial understanding of the seismic risks at the site. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District advertised a Request for Proposal (RFP) for Active Fault Location Study at Plant No. 2, Project No. PS17-03, on June 26, 2018. The following evaluation criterion were described in the RFP and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 30% Project Team and Staff Qualifications 30% Six proposals were received on August 7, 2018 and evaluated in accordance with the evaluation process set forth in the Sanitation District Board of Directors' Purchasing Ordinance No. OCSD-52 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of the following Sanitation District staff. Eros Yong Engineering Supervisor, Planning Don Cutler Engineering Supervisor, PMO Jacob Dalgoff CIP Project Manager, PMO The Evaluation Team included one non-voting representative from the Contracts Administration Division and one non-voting technical advisor from the Planning Division. Page 2 of 4 Following scoring by the Evaluation Team, five Consultants were shortlisted for interviews on September 19, 2018. Following the interviews, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criterion and weighting described above. Based on the ranking shown below, Lettis Consultants International, Inc. was selected as the most qualified Consultant. PROPOSAL EVALUATION Lettis AECOM Wood Consultant Consultants Technical Kleinfelder, Geosyntec Environmental Evaluator International, Services, Inc. Consultants, &Inc. Infrastructure Inc. Inc. Solutions, Inc. Evaluator 1 1 St 2nd 3rd 5tn 4m Evaluator 2 1 St 2nd 3rd 4tn 5m Evaluator 3 1 St 1 St 3rd 4tn 5tn Combined iSt 2nd 3rd 4tn 5tn Rankin The team from Lettis Consultants International, Inc. demonstrated the best understanding and approach to tie the deeper, active faults to the surface where Sanitation District assets will be affected, and where they have worked with other municipalities to guide them through the process. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Lettis Consultants International, Inc. to review contract language, clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed approach to meet the goals and objectives for the project. Three meetings were conducted to reach final consensus on the project scope and fees. The negotiations resulted in a minor decrease in the level of effort (hours). However, there is an increase to the negotiated fee. This occurred because their insurance carrier could not meet the Sanitation District's standard requirements. A new insurance carrier was retained, and this increased their overhead costs. Original Fee Negotiated Fee Proposal Total Hours 4,297 4,283 Total Fee $868,701 $882,430 Page 3 of 4 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit for the prime consultant is 9.59%, which is based on an established formula for the Sanitation District's standard design agreements. Based on the above, staff has negotiated the final fee for this project, is confident it is representative of the required level of effort, and recommends award of the Professional Services Agreement to Lettis Consultants International, Inc. CEQA The Sanitation District, as lead agency, has determined that the proposed Study is exempt from CEQA pursuant to CEQA Guidelines Section 15262 [Feasibility and Planning Studies]. Specifically, "A project involving only feasibility or planning studies for possible future actions which the agency, board or commission has not approved, adopted or funded does not require that preparation of an EIR or negative declaration, but does require consideration of environmental factors". The proposed Active Fault Location Study at Plant No. 2, Project No. PS17-03, will analyze and make recommendations for use in future capital facilities improvements as a planning tool, which does not commit the Sanitation District to implement any specific project. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for the project, PS17-03, Active Fault Location Study at Plant No. 2, Project No. PS17-03, is included in the Planning Studies Program budget for Fiscal Years FY2018-19 and FY2019-20 (Section 8, and Page 51) 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: • Professional Services Agreement JGD:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27th day of March, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and Lettis Consultants International, Inc., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Active Fault Location Study at Plant No. 2, Project No. PS17-03, to provide professional services to provide a site-specific fault study in the remaining locations other than what has already been assessed in J-117 and P2-98. The study will identify active faults crossing the site and establish a pre-determined setback buffer zone. This study will include data collection, developing an exploration plan and an active fault evaluation at Plant 2 for use in future capital facilities improvements and, 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 CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on March 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee 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 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, and completeness and coordination of the work and 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 applicable laws, regulations, 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. CONSULTANT will require the same in all contracts with any Subconsultants it hires for work performed under this AGREEMENT. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 1 of 20 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed in accordance with the generally accepted industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have 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 CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within a reasonable timeframe to be specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD 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 require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 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 SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 2 of 20 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 Eight Hundred Eighty- two Thousand Four Hundred Thirty Dollars ($882,430). 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 Subconsultants 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. 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 3 of 20 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 Attachment "S' — Minor Subconsultant 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. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment "D" Allowable Direct Costs for payment information. H. 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 http://www.gsa.gov/portal/category/l 04711#. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 4 of 20 The CONSULTANT shall be responsible for the most economical and practical means of 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. 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 meal 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. I. 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 5 of 20 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, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than 30 days after the end of the month in which the services and/or work was performed and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT within 30 days of one hundred percent (100%) of the invoiced amount. 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, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, 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 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 PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 6 of 20 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 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 based on the monthly statements, 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 $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 utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 7 of 20 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP —CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies 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 files, and specifications. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 8 of 20 B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable 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. 8. 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 VIII, 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. 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 Dollar ($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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 9 of 20 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. Automotive/Vehicle 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 Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) 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. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by the SANITATION DISTRICT. F. 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 Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 10 of 20 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. H. 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: • 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 1001 and CG 2037 1001 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 11 of 20 • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. I. 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, 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. J. 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. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. 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. M. 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 12 of 20 N. Defense Costs Liability policies, excluding Professional Liability, 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. O. 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. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the 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. 10. 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, 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. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 13 of 20 12. 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 be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 14 of 20 14. 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 and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Jacob Dalgoff, Project Manager CONSULTANT: Lettis Consultants International, Inc. Dr. Ross Hartleb 27441 Tourney Road, Suite 220 Valencia, CA 91355 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. 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 at the address listed in Section 14 - NOTICES. 16. 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, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 15 of 20 17. 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. 18. 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 this AGREEMENT for that Party. 19. 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. 20. 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 he may be entitled. 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 PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 16 of 20 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 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 SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 17 of 20 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. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. 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 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 the 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 18 of 20 26. 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. PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 19 of 20 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: LETTIS CONSULTANTS INTERNATIONAL, INC. By Date Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment "A" — Scope of Work, Conformed Attachment "B" — Labor Hour Matrix Attachment "C"— Not Used Attachment "D"—Allowable Direct Costs Attachment "E" — Fee Proposal Attachment "F"— Not Used Attachment "G" — Cost Matrix, Lettis Consultants International, Inc. Attachment "G" — Cost Matrix, Fugro USA Land, Inc. Attachment "H"— Not Used Attachment "I" — Not Used Attachment "J"— Minor Subconsultant Hourly Rate Schedule Attachment "K" — OCSD Safety Standards CMM:ds PSA PROJECT NO. PS17-03 Revised 102717 ACTIVE FAULT LOCATION STUDY AT PLANT NO. 2 Page 20 of 20 OPERATIONS COMMITTEE Meeting Date To Dir. 03/06/19 03/3/27/19 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 GENERAL MANAGER'S RECOMMENDATION A. Receive and file Bid Tabulation and Recommendation for MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C; B. Award a Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C, for a total amount not to exceed $469,000; and C. Approve a contingency of $46,900 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) owns and operates facilities that were designed and constructed from the 1950s to present. In July 2014, the Facility Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation District Plant Nos. 1 and 2, and pump stations. The study identified approximately 2,000 facility issues impacting worker safety and compliance with Cal/OSHA regulations including electrical, fall protection, machine guarding, hazardous area classifications, skylights, and walkway hazards. Each item was assigned a high, medium, or low priority rating. Pending resolution of the safety items, the Sanitation District took interim measures to minimize life-safety risks. There was an approximately even distribution between issues that would be addressed using Sanitation District resources and those that would be addressed through the Capital Improvement Program, depending on the nature and complexity. Items that could not be assigned to existing projects have been assigned to the Safety Improvements Program, Project No. J-126. To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project No. J-126, is being executed through multiple construction packages that can be completed in a shorter time than using a single construction contract. Development of multiple construction packages also allows higher priority safety items to be completed more quickly than lower priority items. Page 1 of 3 RELEVANT STANDARDS • Provide a safe and collegial workplace PROBLEM Among the various Project No. J-126 deficiencies are three situations at Plant Nos. 1 and 2 where the requirements of the National Fire Protection Association (NFPA) 820 standard for Fire Protection in Wastewater Treatment and Collection Facilities are not satisfied. PROPOSED SOLUTION Award Construction Contract to MMC, Inc. for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and Plant 2, Contract No. J-126C. TIMING CONCERNS Delaying resolution of the safety items poses potential threats to staff, Contractor, and visitor safety. RAMIFICATIONS OF NOT TAKING ACTION Staff, Contractors, and visitors will continue to be exposed to potential safety hazards, and certain facilities will continue to not comply with code requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised Contract No. J-126C for bid on December 19, 2018, and three sealed bids were received on February 13, 2019. A summary of the bid opening is as follows: Engineer's Estimate $ 380,000 Bidder Amount of Bid MMC, Inc $ 469,000 Tharsos, Inc. $ 474,000 ODC Engineering & Technology $ 486,000 The bids were evaluated in accordance with the Sanitation District's policies and procedures. A notice was sent to all bidders on February 25, 2019, informing them of the intent of Sanitation District staff to recommend award of the Construction Contract to MMC, Inc. Page 2 of 3 Staff recommends awarding a construction contract to the lowest responsive bidder, MMC, Inc., for Safety Improvements Program: NFPA 820 Improvements at Plant 1 and 2, Contract No. J-126C, for a total amount not to exceed $469,000. CEQA A CEQA Notice of Exemption for this project was filed on August 14, 2015. The project is exempt from CEQA pursuant to CEQA's Class 1 Exemption for Existing Facilities (section 15301). The exemption calls for minor alteration of existing public or private structures, facilities, mechanical equipment, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. This project calls for safety related modifications of existing facilities which will have no impact to existing capacity. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2018-19 and 2019-20, Section 8, Page 41, Project No. J-126), and the 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: • Construction Contract TG:dm:gc Page 3 of 3 PART A CONTRACT AGREEMENT C-CA-120518 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION - 2 MATERIALS AND LABOR.................................................................4 SECTION - 3 PROJECT..........................................................................................4 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION - 5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION - 6 TIME IS OF THE ESSENCE .............................................................5 SECTION - 7 EXCUSABLE DELAYS......................................................................6 SECTION - 8 EXTRA WORK...................................................................................6 SECTION - 9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT .........................7 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ..............................................................................................9 SECTION - 13 COMPLETION................................................................................. 10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION....................... 10 SECTION - 15 SURETY BONDS ............................................................................ 12 SECTION - 16 INSURANCE.................................................................................... 13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................21 SECTION - 18 TERMINATION................................................................................21 SECTION - 19 WARRANTY....................................................................................21 SECTION - 20 ASSIGNMENT.................................................................................22 SECTION - 21 RESOLUTION OF DISPUTES ........................................................22 SECTION - 22 SAFETY & HEALTH ........................................................................23 SECTION - 23 NOTICES.........................................................................................23 C-CA-120518 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM THIS AGREEMENT is made and entered into, to be effective, this March 27, 2019, by and between Mehta Mechanical Company, Inc. dba MMC, Inc., hereinafter referred to as "CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION — 1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions— Definitions. CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 1 of 24 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids —the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document i. Plans and Specifications — in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR's Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 2 of 24 b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 3 of 24 Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION — 2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR's own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. SECTION — 3 PROJECT The Project is described as: CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 4 of 24 SECTION —4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION — 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within three hundred five (305) Days from the effective date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes five (5) Days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. SECTION — 6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 5 of 24 the various portions of the Work shall be installed or the priority of the Work of Subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION — 7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Work as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others — Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. SECTION — 8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by the ENGINEER. The decision of the ENGINEER shall be final. C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 6 of 24 SECTION — 9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Documents, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes". SECTION — 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages." SECTION — 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Four Hundred Sixty-Nine Thousand Dollars ($469,000) as itemized on the Attached Exhibit "A". Upon satisfaction of the conditions precedent to payment set forth in the General CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 7 of 24 Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the Work a schedule which shows: 1. A minimum of one (1) payment to be made to the CONTRACTOR for each successive four-week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work— General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by the ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 8 of 24 B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount" for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION — 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions — "Retained Funds; Substitution of Securities." CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 9 of 24 SECTION — 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION — 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Engineering Department. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 10 of 24 Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00) for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty-five dollars ($25.00) for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. CONTRACTOR shall keep CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 11 of 24 an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration; Record of Wages; Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). SECTION — 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel — one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain one hundred percent (100%) of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 12 of 24 name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION — 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 13 of 24 and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties"), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three Million Dollars ($3,000,000) for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit of Three C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 14 of 24 Million Dollars ($3,000,000) which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty (CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 15 of 24 2. Automobile Liabilitv: The CONTRACTOR shall maintain a policy of Automobile 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: Either (1) a combined single limit of Two Million Dollars ($2,000,000) and a general aggregate limit of Two Million Dollars ($2,000,000) for bodily injury, personal injury and property damage; Or alternatively, (2) Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. 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 automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/EmPloyer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 16 of 24 Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 17 of 24 guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. 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 by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10) days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving thirty (30) days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 18 of 24 received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s) will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 19 of 24 OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured" on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 20 of 24 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION — 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION — 18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or "Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION — 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 21 of 24 The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion" that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1) the remainder of the original one-year warranty period; or (2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION — 20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION — 21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 22 of 24 arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION — 22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION — 23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Mehta Mechanical Company, Inc. dba MMC, Inc. 5901 Fresca Drive La Palma, CA 90623 Copy to: Jagat S. Mehta, President Mehta Mechanical Company, Inc. dba MMC, Inc. 5901 Fresca Drive La Palma, CA 90623 CONFORMED C-CA-120518 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 23 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Mehta Mechanical Company, Inc. dba MMC, Inc. 5901 Fresca Drive La Palma, CA 90623 By Printed Name Its CONTRACTOR's State License No. 573635 (Expiration Date — 7/31/2020) OCSD: Orange County Sanitation District By David John Sawyer Board Chairman By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-120518 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 24 of 24 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION............................................................................. 1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT ...5 ATTACHMENT 1 - CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2 - SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement— Section 11 — "Contract Price and Method of Payment;" 2. General Conditions — "Payment— General"; 3. General Conditions—"Payment—Applications for Payment"; 4. General Conditions — "Payment— Mobilization Payment Requirements;" 5. General Conditions — "Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions — "Contract Price Adjustments and Payments"; 7. General Conditions— "Suspension of Payments"; 8. General Conditions — "OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions — "Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) Days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR's obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) Days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) Days after CONTRACTOR's receipt of said retention proceeds from OCSD as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all Federal, State, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions — "Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled Claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every Claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR's application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) Days after receipt of recommended changes from OCSD, the CONTRACTOR will C-EXA-080414 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 4 of 8 make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) Days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any Claims remain open, OCSD may make Final Payment subject to resolution of those Claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30) Days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: CONFORMED C-EXA-080414 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 5 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 6 of 8 ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under Contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date CONFORMED C-EXA-080414 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 7 of 8 ATTACHMENT 2 — SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (Mehta Mechanical Company, Inc. dba MMC, Inc.) BF-14 Schedule of Prices, Pages 1-2 C-EXA-080414 CONFORMED CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 8 of 8 Bid Submitted By: M MCI AC (Name of Finn) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For unit prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. Bidders compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary, provides that the total price for each item shall be based on the unit price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit,overhead, etc., unless otherwise specified in the Contract Documents. All applicable sales taxes. Federal and/or State, and any other special taxes, patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Invitation for Bids. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. J-126C SAFETY IMPROVEMENTS PROGRAM Page 1 of 2 Bid Submitted By: (Name of Finn) EXHIBIT A SCHEDULE OF PRICES BASE BID ITEMS(Refer to Note 1 in the Instructions): iNo Description Measult of rement Approx Qty Unit Price Extended Price 1. Mobilization,initial progress payment for all fees,labor,materials, and equipment required for mobilization,staging area,and Surety Lump Sum 1 = $15,000 Bonds,and other activities in conformance with the Contract Documents,for the lump sum price of: 2. Fumish all labor,materials,and equipment necessary for the completion of the Contract Work,except for the Work specified for Lump Sum 1 = $ Bid Item No.1,in conformance with the Contract Documents,for the lump sum price of: QW C TOTAL AMOUNT OF BID (BASIS OF AWARD) $ 491000 kc BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO.J-126C SAFETY IMPROVEMENTS PROGRAM Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 03/06/19 03/27/19 AGENDA REPORT Item Number Item Number 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kathy Millea, Director of Engineering SUBJECT: HEADWORKS REHABILITATION AT PLANT NO. 1, PROJECT NO. P1-105 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $36,000,000 for Headworks Rehabilitation and Expansion at Plant No.1 , Project No. P1-105, for a total budget amount of $406,000,000; and B. Approve a contingency increase of $5,083,398 (29%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of $8,939,398 (51%). BACKGROUND The headworks of a wastewater treatment plant is where all incoming sewers converge through a series of pipes, meters, flow diversions, and gates. Just as sewers cannot be readily taken out of service, neither can a headworks. Any shutdown requires either diversion to parallel units, bypass pumping around the unit, or a total shutdown which can last no more than a few hours without creating a potential spill. The facilities are generally mechanically intensive, require frequent maintenance and servicing, and can generate substantial odors. This project will rehabilitate facilities for influent flow diversions, metering, preliminary treatment, and water-in/water-out pumping of wastewater through Plant No. 1. This is a mid-life renewal project that will extend the life of the Headworks for at least 20 years while providing reliable treatment and pumping for up to 320 million gallons per day of wastewater. In addition to age-related issues, this project will address a critical deficiency in the performance and capacity of the Main Sewage Pumps observed during a high flow event in 2017 and confirmed through computer and physical modelling. The Preliminary Design Report, completed in June 2017, included a construction cost estimate that significantly exceeds the available budget. In response, Orange County Sanitation District (Sanitation District) staff worked closely with the Consultant team to identify and implement changes to the project elements to complete critical work more efficiently, better manage construction risks, and expedite replacement of the Main Sewage Pumps which are on the critical construction path. The result of that validation was a revised project scope and schedule that was expected to align the construction cost with the budget. Page 1 of 5 RELEVANT STANDARDS • Ensure the public's money is wisely spent • 24/7/365 treatment plant reliability PROBLEM As the design progressed from the Preliminary Design Report, the complexity and risk of the project became increasingly apparent. In late 2018, a major design submittal corresponding to approximately 50% completion was submitted, including an updated construction cost estimate which exceeded the previous estimates. The multiple causes of the higher cost can be grouped into three categories: 1. Increased complexity and requirements for rehabilitation of the core Headworks Facilities. For example, the existing electrical building built above the Metering and Diversion Structure needed to be relocated to facilitate the work and to accommodate on-going maintenance needs. These changes increased the construction cost by approximately $14 million. 2. Risk Reduction Measures. These items were identified with design developments to mitigate change order construction risks, address safety hazards, and ensure operational reliability during construction. These changes increased the construction cost by approximately $10 million. 3. Expansion of Project Scope. The large size and long duration of the project makes it a cost-effective vehicle to address other needs intersecting, but not directly associated with, Headworks Rehabilitation. An example is two standby generators already included in the project are being combined with two additional standby generators that replace three aging units in other areas of the plant. These changes increased the construction cost by approximately $16 million. January 16, 2019, staff presented an information item to the Operations Committee regarding the scope, schedule, and budget. The effect of the increased risk and complexity of the core project and the new project elements was to substantially increase both the construction cost and the design level of effort. The updated construction cost increased by $40 million from the validated Preliminary Design Report to $295 million. The estimated design effort was impacted proportionally even more. PROPOSED SOLUTION With the realization of the higher construction cost and design effort, the project was put on hold to balance construction costs and design impacts while meeting the overall project goals and objectives. For an eight-week period, the Sanitation District's project Page 2 of 5 team held extensive and thorough meetings to reach detailed consensus on all of these issues with the design consultant and with Operations and Maintenance staff. The first conclusion of these meetings was a set of value engineering ideas and deferrals of work to other projects. These changes would reduce construction costs by approximately $5 million, but still require a project budget increase of $36 million from $370 million to $406 million, a 10% increase. In any case, these changes are considered advisable, as they represent either design improvements or a better mechanism to complete work through separate projects. Additional deletions of project elements were determined to be incompatible with the project requirements, the ability to maintain regulatory compliance, or not a true savings since the work would have to be done less efficiently on another project. The increased costs have been partially offset by a reduction in project contingency. Consultant design costs, which have been thoroughly reviewed and negotiated, will increase by approximately $5 million. The explanation and justification of these costs are discussed under Additional Information below. TIMING CONCERNS Without additional project and design funding, staff cannot authorize final design completion. This will cause additional design delays that will ultimately impact advertisement and construction dates. Schedule delays will also result in cost escalation as the mid-point of construction is extended. RAMIFICATIONS OF NOT TAKING ACTION Without additional project budget, new grit handling facilities and odor control rehabilitation would need to be removed from the project. The grit handling facilities are critical to improve the existing grit basin performance. One of the key purposes of a headworks facility is to keep the grit from impacting downstream facilities. The poor condition of the existing odor control facilities would likely create more odor complaints and permit violations resulting from equipment failures. Without additional design contingency, the Sanitation District would need to further reduce design efforts by cutting more project elements, reducing design deliverables, and potentially reducing the thoroughness of design increasing change order risk in construction. PRIOR COMMITTEE/BOARD ACTIONS April 2018 - Approved a contingency increase of $2,103,104 (12%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of $3,856,000 (22%). Page 3 of 5 May 2015 - Approved a Professional Design Services Agreement with Carollo Engineers to provide engineering design services for the Headworks Rehabilitation and Expansion at Plant 1, Project No. P1-105, for an amount not to exceed $17,528,957, and approved a contingency of $1,752,896 (10%). ADDITIONAL INFORMATION Sanitation District staff held extensive meetings with the Consultant team throughout December 2018 and January 2019 to discuss the cost savings opportunities and scope modification options tied with engineering effort. Staff conducted negotiations with Carollo to clarify the requirements to complete the revised Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required to meet the goals and objectives for the project. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort to complete the project was evaluated in detail for each phase, task, and subtask, and found to be justified by the needs of the project, the agreed-upon assumptions, and the Sanitation District's expectation for the quality of services. • The total fee expressed as a percentage of construction cost is 9%, which is reasonable and appropriate due to the highly complex nature of the project, which requires a high level of design documentation and construction sequencing to minimize construction risk and change orders. • The Consultant's fringe and overhead costs, which factor into the billing rate, are consistent with other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff determined the final cost proposal to complete the design of the project to be fair, reasonable, and appropriate. CEQA This project was originally determined to be Categorically Exempt and a Notice of Exemption was filed on April 29, 2014. Following completion of evaluation studies by the Design Consultant, changes were made to the proposed project which warranted conducting an Initial Study to verify the appropriate CEQA documentation requirement. The preliminary conclusion prior to completing the Initial Study was that an addendum to the 1999 Strategic Plan Environmental Impact Report(SCH #97101065) may be possible, but after further evaluation it was determined a Mitigation Negative Declaration would be required. Page 4 of 5 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Fiscal Years 2018-2019 and 2019-20 Budget, Section 8, Page 54), but the budget is insufficient for the recommended action. The increase will be offset by a reduction in the budget for Beach Trunk/Knott Interceptor Sewer Relief, Project No. 3-60. The required budget for that project has recently been determined to be much lower than the previous estimate of $136 million based on conclusions from the Collections Capacity Evaluation Study, Project No. PS15-06. Date of Approval Contract Amount Contingency 05/27/2015 $17,528,957 $1,752,896 (10%) 04/25/2018 $2,103,104 (12%) 03/27/2019 $5,083,398 (29%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A GR:dm:gc Page 5 of 5 OPERATIONS COMMITTEE Meeting Date To Bd. of Dir. 03/06/19 -- AGENDA REPORT Item Number Item Number 6 -- Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: ORANGE COUNTY SANITATION DISTRICT OPERATIONS & MAINTENANCE DEPARTMENT PRESENTATION GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month's topic: Orange County Sanitation District wastewater treatment basics. RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Meet volume and water quality needs for the GWRS ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Regional Water Quality ACWA Water Agencies LAFCO Commission RWQCB Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority CARB California Air Resources NEPA National Environmental SCADA Supervisory Control And Board Policy Act Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O& M Operations&Maintenance SRF Clean Water State Program Revolving Fund CRWQCB California Regional Water OCCOG Orange County Council of SSMP Sewer System Quality Control Board Governments Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency CWEA California Water Environment OCSD Orange County Sanitation SWRCB State Water Resources Association District Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and TSS Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats, Oils, and Grease PCSA Consultant/Construction WDR Requirements Services Agreement gpd gallons per day PDSA Professional Design Services WEF Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERF Water Environment& System Works Reuse Foundation ICS Incident Command System ppm parts per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources Development Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS 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 known 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. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. 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 farmland 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. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (D/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG) — 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 SYSTEM(GWRS)—Ajoint 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 per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine 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 and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation 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)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day 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 runoff. 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. 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. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.