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HomeMy WebLinkAbout03-05-2014 Operations Committee Agenda Packet Orange County Sanitation District snmrnnon mnua Wednesday, March 5, 2014 Regular Meeting of the 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7130 1954-2014 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of February 5, 2014, Operations Committee meeting. 2. Recommend to the Board of Directors to: Approve a contingency increase of $265,048 (8%) to the construction contract with Charles King Company, Inc. for the Balboa Trunk Sewer Rehabilitation, Project No. 5-47, for a total contingency of$662,620 (20%). 3. A. Award a Professional Consultant Services Agreement for Specification No. CS-2013-592BD to Environmental Engineering and Contracting, Inc. (EEC) for Technical Evaluation for Local Limits Development, for a total amount not to exceed $148,504; and B. Approve a contingency of$14,850 (10%). 03/05/14 Operations Committee Agenda Page 1 of 3 NON-CONSENT: 4. Recommend to the Board of Directors to: A. Approve a budget increase of $100,000 for a total project budget of $300,000, for Project No. SP-186, Plant No. 2 Digesters and Tunnels Seismic Hazard Evaluation, Risk Analysis and Mitigation Study; and B. Approve a Professional Services Agreement with Brown and Caldwell for providing Plant No. 2 Digesters and Tunnels Seismic Hazard Evaluation, Risk Analysis and Mitigation Study, Project No. SP-186, for an amount not to exceed $284,069; and C. Approve a contingency of$9,500 (3.34%). INFORMATION ITEMS: 5. Ocean Water Quality and Disinfection Program DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, April 2, 2014, at 5:00 P.M. 03/05/14 Operations Committee Agenda Page 2 of 3 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Made E.Ayala Clerk of the Board (714)593-7130 mavalalglocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberofgfocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli0ocsd.com Director of Engineering Nick Kanetis (714)593-7310 nkanetisfrpocsd.com Director of Facility Support Services Nick Amontes (714)593-7210 narhontes0ocsd.com Director of Operations&Maintenance Ed Tomes 714 593-7080 etorres ocsd.com 03/05/14 Operations Committee Agenda Page 3 of 3 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on February 5, 2014, at 5:00 p.m. at the District's Administrative Office. Director Nelson led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Brett Murdock, Vice-Chair Jim Herberg, General Manager Keith Curry Nick Kanetis, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Lucille Kring Services Michael Levitt Ed Torres, Director of Operations & Maintenance Steve Nagel Lorenzo Tyner, Director of Finance & Scott Nelson Administrative Services Greg Sebourn Jeff Reed, Director of Human Resources David Shawver Maria, Ayala, Clerk of the Board Fred Smith Rich Castillon Troy Edgar, Board Chair Mark Esquer Tom Beamish, Board Vice-Chair Dean Fisher Dave Halverson Operations Directors Absent: Todd Haynes John Nielsen, Chair Rob Thompson Jennifer Cabral Al Garcia Norbert Gaia Others Present: Brad Hogin, General Counsel Lisa Ohlund, EOCWD PUBLIC COMMENTS: No public comments. REPORT OF COMMITTEE CHAIR: Committee Vice-Chair, Brett Murdock did not provide a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg, did not provide a report. 02/05/2014 Operations Committee Minutes Page 1 &5 DEPARTMENT HEAD REPORT: None. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of December 4, 2013, Operations Committee meeting. AYES: Beamish, Curry, Edgar, Levitt, Murdock, Nagel, Nelson, Sebourn, and Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Kring; Nielsen and Shawver 2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Authorize the General Manager to competitively bid and subsequently award a contract to the lowest responsive and responsible bidder, for the Replacement of Valves at Bay Bridge Valve Vault, Project No. FR10-018, for an amount not to exceed $170,000; and B. Approve a contingency of$34,000 (20%). AYES: Beamish, Curry, Edgar, Levitt, Murdock, Nagel, Nelson, Sebourn, and Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Kring; Nielsen and Shawver 3. MOVED, SECONDED, and DULY CARRIED: A. Authorize the purchase of maintenance tools and supplies from W.W. Grainger, Inc., in accordance with Ordinance No. OCSD-44, Section 2.03(B): Cooperative Procurement; for the period beginning March 1, 2014 through February 28, 2015 with two one-year renewals in the amount of $200,000 per year, and B. Approve a contingency of$20,000 (10%). 02/05114 Operations Committee Minutes Page 2 of 5 AYES: Beamish, Curry, Edgar, Levitt, Murdock, Nagel, Nelson, Sebourn, and Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Kring; Nielsen and Shawver 4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, Power Testing and Energization, for Electrical Relay Testing and Calibration, Specification No. S-2013-574-R2, for a total amount not to exceed $296,990; and B. Approve a contingency of$59,000 (20%). AYES: Beamish, Curry, Edgar, Levitt, Murdock, Nagel, Nelson, Sebourn, and Smith NOES: None ABSTENTIONS: None ABSENT: Jones; Kring; Nielsen and Shawver Director Shawver arrived at the meeting at 5:04 p.m. NON-CONSENT CALENDAR: Mr. Herberg introduced Lisa Ohlund, General Manager for the East Orange County Water District, who was in the audience. Mr. Herberg reported that various details of this item that are going to be worked out prior to this item being brought before the Board for approval. Nick Arhontes, Director of Facilities Support Services, gave an informative PowerPoint presentation on the transfer of sewers— history, process, and financial summary. Staff responded to various questions from the Committee. Director Kring arrived at the meeting at 5:09 p.m. during Mr. Arhontes' presentation. Director Jones arrived at the meeting at 5:11 p.m. during Mr. Arhontes' presentation. 02/05/14 Operations Committee Minutes Page 3 of 5 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Authorize the General Manager to: A. Approve agreement with East Orange County Water District (EOCWD), to transfer ownership of local sewers in Service Area 7, and the appropriate reserve balances, and B. Provide EOCWD with technical and financial information to assist with its submittal of a reorganization application to the Orange County Local Area Formation Commission (OC LAFCO) to facilitate the transfer of ownership of the local sewers and agreed assets; and C. Draft and execute a letter of support to OC LAFCO in favor of EOCWD's reorganization application, subject to and contingent upon OC LAFCO's acceptance of the terms and conditions of transfer agreed upon by OCSD and EOCWD; and D. Approve an agreement with EOCWD to reimburse OCSD for staff support requested during an agreed transition period. AYES: Beamish, Curry, Edgar, Jones, Kring, Levitt, Murdock, Nagel, Nelson, Sebourn, Shawver, and Smith NOES: None ABSTENTIONS: None ABSENT: Nielsen INFORMATION ITEMS: 6. Quarterly Odor Complaint Report Ed Torres, Director of Operations and Maintenance, gave a brief report on odor complaints during the last quarter. A total of 15 complaints were received with staff responding accordingly. 7. Construction Projects in the Collections System Nick Kanetis, Director of Engineering, provided a brief PowerPoint of the collections systems CIP projects—the challenges and risks associated, and what opportunities there may be. Staff responded to questions from the Committee. The Committee also discussed concerns with contingencies. 02/05114 Operations Committee Minutes Page 4 of 5 Director Curry departed the meeting at 5:45 p.m. 8. Enterprise Asset Management— Planning and Scheduling Software Rich Castillon, IT Systems and Operations Manager, and Dave Halverson, Engineering Manager, gave and informative report on Phase 3 of the Maximo Asset Management System and the benefits of having this system available for efficiencies in maintenance. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Mr. Kanetis reported that the District received bids yesterday on Project 5-60, the Newport Force Main Project for pipe rehabilitation. Staff will bring the award of this construction contract to the Board in March. Prior to beginning construction on Project 5-60, there is a need for a new pump to be installed at the Bay Bridge Pump Station. Because the pump that is required must match the existing pump, a sole source item will be brought before the Board for approval this month so that this work may be completed prior to beginning construction. Mr. Torres provided an update on the latest efforts to support the recently Board adopted strategic initiative on disinfection. A panel of independent experts and community members was recently assembled to review the studies OCSD has compiled. ADJOURNMENT Committee Vice-Chair Murdock declared the meeting adjourned at 6:05 p.m. Submitted by Maria E. Ayala Clerk of the Board 02/05114 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE Meeting Date To9A.of Dir. 031051" 03/26/l4 AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering SUBJECT: BALBOA TRUNK SEWER REHABILITATION, PROJECT NO. 547 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $265,048 (8%) to the construction contract with Charles King Company, Inc. for the Balboa Trunk Sewer Rehabilitation, Project No. 5-47, for a total contingency of$662,620 (20%). SUMMARY Balboa Trunk Sewer Rehabilitation, Project No. 5-47, will rehabilitate approximately 12,000 feet of sewer pipeline located along Newport and Balboa Boulevards between A Street Pump Station and Lido Pump Station, in the City of Newport Beach. The project was designed by AECOM Technical Services, Inc. and the construction contract was competitively bid and awarded to Charles King Company, Inc. in July 2013. The project began construction in November 2013 and significant water infiltration from groundwater was discovered beyond what was contemplated in the contract. This groundwater causes curing problems with the Cured-in-Place Pipe (CIPP) liner and extra work is required to seal the leaks to allow proper liner installation. To determine the extent of the issues, a survey of the entire pipeline was performed and an analysis was done to review options with the contractor. Currently three of ten lining segments have been completed using grout injection of the pipeline to seal the leaks. While significant additional costs have been incurred to mitigate the issues, there is confidence that the methods being employed are effective and are the best way to proceed moving forward to complete the rehabilitation prior to the summer deadline. Many of the remaining segments do not appear to be as difficult as the segments completed. Additional contingency is needed to complete the construction and to eliminate all significant groundwater infiltration in advance of installation of the CIPP liner. The total additional work for the project is estimated at $662,620 and the approved contingency of 12% is insufficient to cover costs for the anticipated changes. Page 1 of 3 The budget for the construction on this project was estimated at $5,700,000 and the construction contract was awarded for $3,313,100 based upon the bid results. The project budget has not yet been adjusted to reflect the new construction value and therefore contains sufficient funding for this additional contingency request. PRIOR COMMITTEE/BOARD ACTIONS July 2013 — Awarded a construction contract to Charles King Company, Inc. for a total amount not to exceed $3,313,100, and approved a contingency of$397,572 (12%). ADDITIONAL INFORMATION For pipe rehabilitation projects, one of the first items of work is to clean the pipe and perform a pre-construction survey of the pipeline using closed-circuit television (CCTV) to ensure the liner can be installed without any major defects. During this survey of the sewer, the project team identified significant groundwater infiltration into the pipe through cracks in the pipe and at pipe joints. The use of chemical grout and/or a preliner is required to stop all significant infiltration prior to the installation of the CIPP liner in order to ensure a good lining product. The need for chemical grouting is unpredictable and could change significantly depending on the groundwater level (which is influenced by tide) and other factors. In some instances, sealing a leak can result in multiple leaks in a different location. Currently, three out of ten lining segments have been rehabilitated successfully. Prior to the lining of each of the three segments, a total of 50 joints were identified to be leaking and therefore needed to be chemical-grouted prior to the lining operation. The estimated field change order costs for the chemical grouting portion of work alone for these three lining segments totaled $141,564. With seven lining segments remaining, it is anticipated that additional contingency is needed for the chemical grouting and other unknown conditions originally not anticipated in the project scope of work. Based on the information collected from the pipeline survey and the success of the work performed to date, the project team estimates that the additional contingency requested in this action will be sufficient to mitigate the pipeline infiltration and allow the project to move forward to completion. It is also anticipated that there may be some minor delays, but that the work can progress largely on schedule and be completed before the summer months which is critical in Newport Beach. CECIA The project was included in the June 2007 Collection System Improvement Plan Program Environmental Impact Report (PEIR), which was certified on August 22, 2007. A Notice of Determination was filed on August 23, 2007. An Addendum to the PEIR was prepared and filed on July 24 2013. Page 2 of 3 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2013-14 Update, Page A-7) and the budget is sufficient for the recommended action. Date of Aooroval Contract Amount Continaencv 07/24/13 $3,313,100 $397,572 (12%) 03/26/14 $265,048 (8%) $662,620 (20%) NK:EY:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Neebng Dare To ad.of W. 03,05,14 -- AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering SUBJECT: AWARD CONTRACT FOR TECHNICAL EVALUATION FOR LOCAL LIMITS, PROJECT NO. EC14-010 GENERAL MANAGER'S RECOMMENDATION A. Award a Professional Consultant Services Agreement for Specification Number CS-2013-592BD to Environmental Engineering and Contracting, Inc. (EEC) for Technical Evaluation for Local Limits Development, for a total amount not to exceed $148,504; and B. Approve a contingency of$14,850 (10%). SUMMARY As part of the National Pollutant Discharge Elimination System (NPDES) discharge permit renewal process, the Orange County Sanitation District (OCSD) is required to conduct a local limits study to establish limitations for pollutants which could affect the integrity of the collection system, treatment plant operations, or endanger the safety of its workers and the public. To meet these various obligations, the Environmental Compliance Division has conducted a pollutant monitoring project to investigate the concentrations of various constituents coming into the treatment plant. The next phase of this project is to evaluate the monitoring data to produce technically-based local constituent limits sufficient to withstand critical review by the State, the EPA, and industrial dischargers. OCSD's National Pollutant Discharge Elimination System (NPDES) Permit Number CA0110604 was renewed by the California Regional Water Quality Control Board, Santa Ana Region, effective on July 20, 2013. OCSD currently has local limits in place as part of its established pretreatment program; however, the permit renewal requires OCSD to provide a technical evaluation of local pretreatment limitations within two years of issuance. OCSD requires a consulting firm (Consultant) to complete the development of Local Limits in accordance with the U.S. Environmental Protection Agency's (EPA) 2004 Local Limits Development Guidance document, as required by 40 CFR Section 403.5(c) and 40 CFR 122.440)(2)(ii). OCSD advertised for proposals on December 2, 2013. Proposals were received from two firms on January 23, 2014 and each proposal was evaluated in accordance with Page 1 of 3 OCSD's policies and procedures. The proposal received from EEC was deemed the proposal of best value in terms of meeting OCSD's project requirements. Staff recommends awarding a Professional Consultant Services Agreement to EEC for Technical Evaluation for Local Limits, Specification No. CS-2013-592BD for a total amount not to exceed $148,504. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION The scope of services includes developing local limits to protect against pass-through, interference, problems with the operation of the treatment works (POTW), interference with the collection system or sludge disposal, and adverse conditions to worker health and safety (see 40 CFR Section 403.2). Local limits shall be developed by Consultant based on site-specific conditions at OCSD's wastewater collection and treatment system and OCWD's GWRS and be consistent with U.S. EPA's 2004 Local Limits Development Guidance document and any additional requirement set forth by the California Regional Water Quality Control Board or its agents. Consultant shall coordinate with OCSD staff to identify necessary data, however, OCSD shall be responsible for collection of all necessary data. The Consultant shall obtain all relevant available data from OCSD. This task shall include data reduction into a consistent electronic format and auditing against raw lab data. The selection was conducted in accordance with OCSD's adopted policies and procedures. Proposals were received from two firms and ranked based on the following criteria: Evaluation Criteria Weighting Qualifications of Firm 20% Proposed Staffing and Project Organization 20% Work Plan 30% Cost and Price 30% PROPOSAL EVALUATION & RANKING Consultant Ranking Cost Environmental Engineering Engimering & Contracting, Inc. EEC 1 $148,504.00 ARCADIS 2 $179,356.00 CEQA N/A (Not a development project or land use issue.) Page 2 of 3 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Orange County Sanitation District's Ordinance No.00SD-44. This item has been budgeted as part of OCSD FY2013-14 Joint Operating Budget and is sufficient for the recommended action. Date of Approval Contract Amount Continuencv 03/05/14 $148,504 $14,850 (10%) ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Final Agreement NK:JC:js:jb:gc Page 3 of 3 Return to Aaenda Report PROFESSIONAL CONSULTANT SERVICES AGREEMENT Technical Evaluation of Local Limits Specification No. CS-2013-592BD THIS AGREEMENT is made and entered into as of [the date fully executed below] by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Environmental Engineering and Contracting, Inc. with a principal business at 501 Park enter Drive, Santa Ana, CA 92705 (hereinafter referred to as "Consultant") collectively referred to as the"Parties". WITNESSETH WHEREAS, based on Consultant's expertise and experience, OCSD wishes to temporarily engage Consultant to provide technical evaluation the local limit ("Services") as described in Exhibit"A"; and WHEREAS, Service Provider submitted its proposal, dated January 23, 2014; and WHEREAS, on March 5, 2014, the Operations Committee of the OCSD Board of Directors of OCSD authorized execution of this Agreement between OCSD and Consultant; and WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Purchasing Resolution No. OCSD07-04 and Ordinance No. OCSD-44; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and Consultant. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work. 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" Scope of Work and Supporting Documents Exhibit"B" Confirmation of Agreed-upon Items, February 20, 2014 Exhibit"C" Proposal, dated January 23, 2014 Exhibit"D" Cost Proposal, submitted January 23, 2014 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. Orange County Sanitation District 1 of 9 Specification No.CS-2013-592BD Return to Mende Report 1.6 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or legally observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8AM and 4PM (exception is operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include legally observed holidays. 1.7 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.8 Work Hours: The work required under this Agreement may include normal Business hours, evenings, and weekends. OCSD will not pay Travel Time. For on-site meetings at OCSD, the meeting times will be determined by the OCSD Project Manager. The OCSD Project Manager's schedule is 6:OOAM PT to 3:30PM Mondays through Thursdays and 6:OOAM PT to 2:30PM on alternating Fridays. Board meetings typically start at 6:OOPM PT and run into the evening. 1.9 Consultant shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided in Exhibit"D". 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scone of Work Subject to the terms of this Agreement, Consultant shall perform the Services identified in Exhibit "A". Consultant warrants that all of its Services shall be performed in a competent, professional and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and Consultant and the Agreement period adjusted accordingly. 4. Compensation Compensation to be paid by OCSD to Consultant for the Services provided under this Agreement shall be a total amount not to exceed One Hundred Forty-eight Thousand Five Hundred Four and 00/00 Dollars ($148,504.00). 5. Payment and Invoicing 5.1 Consultant shall be paid upon approval of invoices by OCSD Project Manager, Christopher Stacklin or his designee, for Milestones completed as follows: • Acceptance by OCSD of Final Report and one review cycle by EPA/Regional Water Quality Control Board 66% • Adoption of Ordinance by OCSD Board 34% 5.2 OCSD at its sole discretion shall be the determining party as to whether the Milestones have been satisfactorily completed. 5.3 OCSD shall pay, Net 30 days, upon receipt and approval, by OCSD Project Manager, of itemized invoices submitted for Milestones completed. 5.4 Invoices shall be emailed by Consultant to OCSD Accounts Payable at APStaff(c .00SD.com and the Purchase Order number and "Specification No.CS-2013- 592BD" shall be referenced in the subject line. Orange County Sanitation District 2 of 9 Specification No.CS-2013-592BD Return to Agenda Report 6. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 7. Commencement and Term The Services to be provided by Consultant under this Agreement shall commence on the date of the Notice to Proceed (Effective Date), and be completed in accordance with the schedule as stated in Exhibit "A" and approved by the OCSD Project Manager. 6. Extensions The Term of this Agreement may be extended only by written instrument signed by both Parties. 9. Performance Time is of the essence in the performance of the provisions hereof. 10. Termination 10.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) to the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Consultant other than for work performed to the date of termination. 10.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Consultant is not meeting specification requirements, if the level of service is inadequate, or any other default of this Agreement. 10.3 OCSD may also immediately cancel for default of this Agreement in whole or in part by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if Consultant breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 10.4 All OCSD property in the possession or control of Consultant shall be returned by Consultant to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 11. Indemniffcadon and Hold Harmless Provision Consultant agrees to save, indemnify, defend and hold harmless OCSD, its officers, employees and agents against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Consultant, its employees or agents, in relation to the rendition of Services pursuant to this Agreement, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Consultant agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Consultant. Orange County Sanitation District 3 of 9 Specification No.CS-2013-592BD Return to Mende Report 12. Insurance Consultant and all subcontractors shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, located in Attachment "G" to Exhibit "C". Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Consultant allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 13. Key Personnel Personnel, as provided in Exhibit "C", are considered "key' to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OCSD. 14. Confidentiality and Non-Disclosure 14.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have to disclose to Consultant orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 14.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 14.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 14.4 Consultant agrees as follows: • To use the Confidential Information only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use by anyone not a party to this Agreement; and to not use the Confidential Information to benefit itself or others. • To restrict access to the Confidential Information to its Consultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all Confidential Information in Consultant's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 14.5 The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 15. Ownership of Intellectual Property 15.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sole and exclusive property. Orange County Sanitation District 4 of 9 Specification No.CS-2013-592BD Return to Mende Report 15.2 Consultant agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, Consultant agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and Confidential Information. 15.3 Consultant warrants that Consultant has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. 15.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by Consultant or its subcontractors in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 16. No Solicitation of Employees Or Subcontractors 16.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees or subcontractors about whom Consultant became aware as a result of Consultant's Services to OCSD. 16.2 Consultant acknowledges that OCSD's employees are critical to its business. Consultant agrees not to employ or otherwise engage OCSD's employees or subcontractors during the term of this Agreement and for a period of one (1) year following termination of this Agreement. Should Consultant violate this provision, Consultant will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 17. Independent Contractor Capacity 17.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 17.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Consultant's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 17.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Consultant shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 17.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be responsible for providing, at Consultant's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. Orange County Sanitation District 5 of 9 Specification No.CS-2013-592BD Return to Aaenda Report 17.5 Consultant shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Consultant's breach of this provision. 17.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Consultant for tax purposes. M Licenses, Permits Consultant represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Consultant. 19. Consultant's Representations In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 20. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until written instructions are received from OCSD. 21. Riaht to Review Services. Facilities. and Records 21.1 OCSD reserves the right to review any portion of the Services performed by Consultant under this Agreement, and Consultant agrees to cooperate to the fullest extent possible. 21.2 Consultant shall furnish to OCSD such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 21.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 22. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 23. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such Orange County Sanitation District 6 of 9 Specification No.CS-2013-592BD Return to Aaenda Report section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 24. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 25. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Agreement; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Consultant. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 26. Governina Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 27. Attorney's Fees If any action at law or inequity 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. 26. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrators decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Damage to OCSD's Property Any OCSD property damaged by Consultant will be subject to repair or replacement by Consultant at no cost to OCSD. Orange County Sanitation District 7 of 9 Specification No.CS-2013-592BD Return to Mende Report 30. OCSD Safety and Human Resources Policies OCSD requires all contractors, service providers and consultants to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the Term of this Agreement it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Consultant is required to follow the most stringent regulatory requirement at no cost to OCSD. Consultant and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under "Safety". 31. Assionments Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 32. Conflict of Interest and Reporting 32.1 Consultant shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 32.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 33. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Consultant. 34. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 35. Read and Understood By signing this Agreement, Consultant represents that he has read and understood the terms and conditions of the Agreement. 36. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Specification No.CS-2013-592BD Return to Mende Report 37. Notices All notices under this Agreement must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Environmental Engineering and Contracting, Inc. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Operations Committee Chair, John Nielsen Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager ENVIRONMENTAL ENGINEERING AND CONTRACTING, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No.CS-2013-592BD OPERATIONS COMMITTEE Meeting Date TOBA.Of Dir. 03/05/14 03/26/14 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering SUBJECT: PLANT NO. 2 DIGESTERS AND TUNNELS SEISMIC HAZARD EVALUATION, RISK ANALYSIS AND MITIGATION STUDY, PROJECT NO. SP-186 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $100,000 for a total project budget of$300,000, for Project No. SP-186, Plant No. 2 Digesters and Tunnels Seismic Hazard Evaluation, Risk Analysis and Mitigation Study; and B. Approve a Professional Services Agreement with Brown and Caldwell for providing Plant No. 2 Digesters and Tunnels Seismic Hazard Evaluation, Risk Analysis and Mitigation Study, Project No. SP-186, for an amount not to exceed $284,069; and C. Approve a contingency of$9,500 (3.34%) SUMMARY The Orange County Sanitation District (Sanitation District) desires the services of a consulting engineering firm to conduct Plant No. 2 Digesters and Tunnels Geotechnical and Seismic Hazard Evaluation, Risk Analysis and Mitigation Study. This study will quantify the vulnerability of Plant No. 2 digesters, digesters pump rooms, and tunnels to damage or failure following an earthquake using a code compliance check, and to identify retrofits that may improve the reliability and continued operation of those facilities. The purpose of this study is to address these needs by providing a geotechnical, seismic, and structural assessment of code compliance for all the digesters (C through T), as well as corresponding pump rooms and tunnels at Plant No. 2. The results of this study will be used to provide a direction to determine an end of life timeline for these assets and optimize future planned rehabilitation efforts for the Plant No. 2 Digesters and Boilers. Page 1 of 3 In response to a Request for Proposal (RFP) four firms submitted proposals. Sanitation District staff reviewed the proposals in accordance with Sanitation District policy. After an initial review of the four submitted proposals, the top two firms were interviewed by staff. Based on the project understanding and approach, related project experience, and project team and qualifications, staff recommends awarding a Professional Services Agreement (PSA) to Brown and Caldwell, for an amount not to exceed $284,069. Staff has become aware of condition related problems with the digester domes, floors, and geotechnical vulnerabilities at Plant No. 2 digester complex. This study work is essential to determine if the digester tanks and structures are able to provide long term resilient service. A follow on process optimization study is planned once the conditions of the current assets are better understood. Process technology advancements have revealed the opportunity for process improvements in the Plant No. 2 Digesters and Boilers. This two-step study approach will provide a comprehensive plan to support future design and construction projects in the Plant No. 2 Digesters and Boilers area. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION Request for Proposals (RFP) An RFP which outlined the Scope of Work and selection criteria for this study was sent to all firms who were registered in the Online Bidding System. Four proposals were received. A panel of staff members reviewed and ranked each proposal in accordance with the evaluation process set forth in the Sanitation District's Resolution No. OCSD 07-04, Section 5.07. The proposals were evaluated and ranked according to the following criteria: Evaluation Criteria Weighting Project Understanding and Approach 30% Related Project Experience 35% Project Team and Staff Qualifications 35% PROPOSAL EVALUATION & RANKING Consultant Rankin Brown and Caldwell 1 Carollo 2 HDR 3 RMS Engineering and Design, Inc. 4 Page 2 of 3 The top two firms were invited to give presentations and were interviewed by staff. The Brown and Caldwell team has the combination of the digester facilities geotechnical, seismic structural assessment, and wastewater treatment plant design experience needed to develop responsive and practical alternatives. The Brown and Caldwell team has a full services project team of experienced managers, engineers, and designers with competitive hourly rates. Based on the above, staff determined the final cost proposal of$284,069 to be fair and reasonable for the scope of work. Scope of Work The proposed study will provide a report of geotechnical and structural options for each digester and recommended improvements, prioritized according to the criticality of Plant No. 2. This recommendation will be the basis for the digesters refurbishment versus the replacement decision making. The Scope tasks are listed below: 1. Information update 2. Field assessment 3. Geotechnical evaluation, options, and recommendations 4. Seismic evaluation, options, and recommendations 5. Draft recommendations 6. Project Report CEQA The project is statutorily exempt from CEQA in accordance with Section 15262, feasibility and planning studies. Notice of Exemption was filed on February 19, 2014. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted, but there are insufficient funds (Line item: Section 8, Page 60). Date of Approval Contract Amount Contingency 03/26/14 $284,069 $9,500 (3.34%) ATTACHMENT The following affachment(s) maybe viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: Professional Services Agreement Page 3 of 3 Return to Aaenda Report PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the day of 12014, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and Brown and Caldwell, for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". 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 a Digesters and Tunnels Seismic Hazard Evaluation, Risk Analysis and Mitigation study will quantify the vulnerability of Plant No. 2 digesters, digesters pump rooms, and tunnels to damage or failure following an earthquake; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of planning services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on March 26, 2014, the Board of Directors, by Minute Order, 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 planning 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. In the event of a conflict between the Scope of Work and this AGREEMENT, the terms of this AGREEMENT shall prevail. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness 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 PSA Page 1 of 17 Project No. SP-186 ReWrn to Aaenda Report with all applicable laws, regulations, codes, industry standards and liability for damages caused by negligent errors or omissions or noncompliance with industry standards on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall perform work in accordance with engineering standards in effect 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 report 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 the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the Format for Deliverables listed in "Attachment A", Scope of Work. Any changes to these specifications by the CONSULTANT require advance written approval of the SANITATION DISTRICT. E. All planning 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 PSA Page 2 of 17 Project No. SP-186 Retum to Auenda Report CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION. Total compensation shall be paid to CONSULTANT for services performed in accordance with the following provisions: A. Total Compensation. Total compensation for the services provided under this AGREEMENT shall be in an amount not to exceed $284,069 ("Total Compensation"). Total Compensation to CONSULTANT, which includes burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs, shall not exceed the sum set forth herein. Profit for CONSULTANT and Subconsultants shall be 6.5%. Amendments shall be governed by the established profit percentage stated in the RFP. The profit percentage shall apply to the Prime CONSULTANT and all Subconsultants. 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 fully burdened salaries (salaries plus benefits and overhead and profit) charged on an hourly-rate basis to this Project. CONSULTANT and all Subconsultants will provide the SANITATION DISTRICT with certified payroll records of all employees where time 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 for overhead at a rate equal to 112.32% of burdened labor paid by CONSULTANT pursuant to this Compensation Section hereof. D. Subconsultants. CONSULTANT shall pay all Subconsultants in accordance with Section 2. Total Compensation. Payments shall be based on the rates per the fees attached hereto as Attachment"E". E. Direct Costs. As a portion of the Total Compensation, the SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants for the expenses described as Other Direct Costs, and identified as allowable on Attachment "D" hereto that CONSULTANT and Subconsultants actually incur in performance of this AGREEMENT. Attachment "D" is hereby incorporated by reference. Reimbursement for Other Direct Costs for CONSULTANT and all Subconsultants shall not include markup of any kind. CONSULTANT shall provide to the SANITATION DISTRICT itemized receipts, regardless of amount, and other documentary records to support each request for reimbursement. SANITATION DISTRICT shall PSA Page 3 of 17 Project No. SP-186 Return to Mende Report pay to CONSULTANT the actual direct costs for an amount not to exceed $4,150. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior written approval of the SANITATION DISTRICT. All incidental expenses shall be included in overhead pursuant to Compensation Section above. (See Attachment B). 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. 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. 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 an 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 Page 4 of 17 Project No. SP-186 Retum to Aoenda RenoN 5. PAYMENT. A. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month 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. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall 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. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specked 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. B. 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. PSA Page 5 of 17 Project No. SP-186 ReWrn to Aaenda Report C. 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. 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 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. 6. PREVAILING WAGES A. 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. 7. DOCUMENT OWNERSHIP — SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS — CONSULTANT PERFORMANCE A. Ownership of Documents for the Planning 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 Planning 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 PSA Page 6 of 17 Project No. SP-166 Return to Aoenda Renorl 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 Planning 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. 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. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 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 Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 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. PSA Page 7 of 17 Project No. SP-186 Return to Aawda Repo 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: $2,000,000 per occurrence with $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) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability: The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of$1,000,000 or alternatively, $1,000,000 per person for bodily injury and $1,000,000 per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of$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 PSA Page 8 of 17 Project No. SP-186 Retum to Auenda Report 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. F. Errors and Omissions/Professional Liability. CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than five million dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the tens 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 forth acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. G. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require copies of all required insurance policies with premiums and names of CONSULTANT's clients who are additional insureds, including endorsements, Effecting the coverage required, at anytime. PSA Page 9 of 17 Project No. SP-186 Return to Agenda Report The following are approved forms that must be submitted as proof of coverage: • Certificate of ACORD Form 25 or equivalent. Insurance • Additional Insurance (ISO Form) CG 2010 2037 07/04 or (General Liability) equivalent, or The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject a@ematives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier (Auto Liability) for the SANITATION DISTRICT approval. • Waiver of State Compensation Insurance Fund Subrogation Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 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 Contracts Administration, Div. 230, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the PSA Page 10 of 17 Project No. SP-186 R.Wm W Aoenda Report change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or properly. L. Deductibles and Self-Insured Retentions: Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. PSA Page 11 of 17 Project No. SP-186 Retum to Aaenda Report 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, changes in the period of performance, or modifications to the Scope of Work. CONSULTANT must obtain written approval from the SANITATION DISTRICT Project Manager prior to performing any work outside the approved Scope of Work. When CONSUTLANT foresees the possibility that any of the Project goals will not be met, CONSULTANT shall immediately notify the SANITATION DISTRICT Project Manager to discuss a corrective plan. A corrective plan will be required for any changes to Attachment "A", Scope of Work, schedule, budget, or level of quality. 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 on a per-project-element basis, broken down as indicated in Section 2 (Compensation). There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION. The CONSULTANT's employees 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. 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 subagreements, and shall ensure that these rights are binding upon all Subconsultants. PSA Page 12 of 17 Project No. SP-186 Return to Aaenda Report 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. 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 P.O. Box 8127 Fountain Valley, CA 92728-8127 Attention: Sarah L. Strader, Senior Contract Administrator PSA Page 13 of 17 Project No. SP-186 Return to Aoenda Reporl CONSULTANT: BROWN AND CALDWELL Dan Bunce, PE, PMP 18200 Von Karman Ave., Suite 400 Irvine, CA 92612 All communication regarding the Scope of Work will be addressed to the Project Manager. Direction from other OCSD staff must be approved by the OCSD 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 Paragraph 13. 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. 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 PSA Page 14 of 17 Project No. SP-186 ReWrn to Aaenda Report 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, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. PSA Page 15 of 17 Project No. SP-186 Return to Aaenda Report 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 Parry's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. 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. 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. PSA Page 16 of 17 Project No. SP-186 Return to Agenda Report ORANGE COUNTY SANITATION DISTRICT By Chair, Board Directors Date By Maria Ayala Date Clerk of the Board Brown and Caldwell By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager SLS:dms EDMS: 003985918 Attachments Attachment"A" Scope of Work Attachment"B" Not Attached Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Attached Attachment"G" Cost Matrix Attachment"H" Not Attached Attachment "I" Not Attached Attachment"J" Not Attached PSA Page 17 of 17 Project No. SP-186 OPERATIONS COMMITTEE Neebng Dare To ad.of Di, 03,05,14 -- AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: OCEAN WATER QUALITY AND DISINFECTION PROGRAM GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY As part of the ongoing Board Member Orientation effort, OCSD staff will provide a general presentation on specific topics that the Board of Directors requested via a survey conducted in October. Each month a different topic will be presented to both the Administration Committee as well as the Operations Committee. PRIOR COMMITTEE/BOARD ACTIONS Informational presentation provided in February at the Administration and Operations Committee on OCSD's Budget Process and Finances. ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENT N/A Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary AQMD Air Quality Management District ASCE American Society of Civil Engineers BOO Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) — A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect'). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NOMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.