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HomeMy WebLinkAbout03-06-2013 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, March 6, 2013 Regular Meeting of the " 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7130 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of February 6, 2013, Operations Committee Meeting. 2. Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Atkins North America, Inc. (Atkins) to provide construction support services for the Dover Drive Trunk Sewer Relief, Contract No. 5-63, for an amount not to exceed $353,791; and, B. Approve a contingency of $53,069 (15%). 03/06/13 Operations Committee Agenda Page 1 of 3 3. Recommend to the Board of Directors to: Amend the motion, Item 15, July 28, 2010, authorizing an Agreement with OpenCEL, LLC for installation of Equipment and Onsite Proprietary Testing of Plant No. 1 Waste Activated Sludge Treatment, Project No. SP-125-6, to include all applicable taxes. NON-CONSENT CALENDAR 4. Recommend to the Board of Directors to: Approve a Reimbursement Agreement with the City of Newport Beach for street improvements along Dover Drive for Dover Drive Trunk Sewer Relief, Contract No. 5-63, in an amount not to exceed $633,000, in a form approved by General Counsel. INFORMATION ITEMS: 5. Staff will present the Capital Improvement Program and the proposed user fee schedule. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, April 3, 2013, at 5:00 P.M. 03/06/13 Operations Committee Agenda Page 2 of 3 Accommodations for the Disabled: Meefing 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 mavala(d)ocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Ruth (714)593-7110 imth(olocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelliamsd.com Assistant General Manager Jim Herberg (714)593-7300 iherbem(rpocsd.com Director of Engineering Nick Kanetis (714)593-7310 nkanetis((Docad.com Director of Facility Support Services Nick Amontes (714)593-7210 narhontes0ocsd.cem Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 03/06/13 Operations Committee Agenda Page 3 of 3 Glossary of Terms and Abbreviations 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 Glossary of Terms and Abbreviations 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 (DR) — the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Glossary of Terms and Abbreviations 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. OPERATIONS COMMITTEE meeting Date TOBd.Of Dir. 03/06/13 03/2]/13 AGENDA REPORT ItemNumber Item Number z Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Hardat Khublall SUBJECT: DOVER DRIVE TRUNK SEWER RELIEF, CONTRACT NO. 5-63 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Atkins North America, Inc. (Atkins) to provide construction support services for the Dover Drive Trunk Sewer Relief, Contract No. 5-63, for an amount not to exceed $353,791; and, B. Approve a contingency of$53,069 (15%). SUMMARY The Dover Drive Trunk Sewer Relief, Contract No. 5-63, provides for the increase in the hydraulic capacity of approximately 7,300 feet of existing sewer lines located along Dover Drive, between Irvine Avenue and Pacific Coast Highway, in the City of Newport Beach. Atkins North America, Inc., (Atkins) formerly PBS&J, has successfully furnished engineering services for the design of Contract No. 5-63 and their engineering support services during construction will provide continuity through the completion of the project. The proposed construction services include reviewing submittals, answering Contractor's requests for information, reviewing design changes, assisting with claims avoidance and dispute resolution, participating in the final inspection, preparing record drawings, and assisting in closeout of the project. PRIOR COMMITTEE/BOARD ACTIONS December 2012 — Authorized the General Manager to negotiate a Professional Consultant Services Agreement with Atkins North America, Inc. (Atkins) for construction support services for Dover Drive Trunk Sewer Relief, Contract No. 5-63. September 2008 — Approved Professional Design Services Agreement with PBS&J for Dover Drive Trunk Sewer Relief, Contract No. 5-63, providing for engineering design services for an amount not to exceed $956,431 and approve a contingency of $95,643 (10%). ADDITIONAL INFORMATION None. Page 1 of 2 CEQA This project was included in the June 2007 Collections, Programmatic Environmental Impact Report, was certified on August 22, 2007 and a Notice of Determination was filed on August 23, 2007. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2012-13 Section 8, Page 31) and the budget is sufficient for the recommended action. Date of ADDroval Contract Amount Contingency 03/27/13 $353,791 $53,069(15%) ATTACHMENT The following affachment(s) are provided in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package: Professional Consultant Services Agreement (16 Pages) NK:HK:dm Page 2 of 2 Return to Agenda Report PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27' day of March, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and ATKINS NORTH AMERICA, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Dover Drive Trunk Sewer Relief, Contract No. 5-63; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the Delegation of Authority (DOA) Section 5.7 (f)and (g)for the selection of Construction Support Services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on March 27, 2013 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. PCSA CONTRACT NO. 5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 1 of 16 Return to Agenda Report C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third parry without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Three Hundred Fifty Three Thousand Seven Hundred Ninety-One Dollars ($ 353,791). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"— Final Negotiated Fee Proposal. PCSA CONTRACT NO. 5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 2 of 16 Return to Agenda Report B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Suboonsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"—Final Negotiated Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment "E"- Final Negotiated Fee Proposal. E. Suboonsultants For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Suboonsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"G"— Personnel Hourly Rates. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment "E"- Final Negotiated Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the PCSA CONTRACT NO.5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 3 of 16 Return to Agenda Report SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment "D"—Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Subsection C—Overhead above. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. PCSA CONTRACT NO. 5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 4 of 16 Return to Agenda Report C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a $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; ore) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PCSA CONTRACT NO.5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 5 of 16 Return to Agenda Report 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers 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 Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two PCSA CONTRACT NO. 5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 6 of 16 Return to Agenda Report Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 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 Three Million Dollars PCSA CONTRACT NO. 5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 7 of 16 Return to Agenda Report ($3,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated.All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. PCSA CONTRACT NO.5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 8 of 16 Return to Agenda Report • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)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 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 property. L. Deductibles and Self-Insured Retentions Any deductible and/or self insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or PCSA CONTRACT NO. 5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 9 of 16 Return to Agenda Report 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. 8. SCOPE CHANGES In the event of a change in the scope of the proposed project, requested by SANITATION DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered 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 requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. PCSA CONTRACT NO. 5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 10 of 16 Return to Agenda Report 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Gary V. Prater, Principal Contracts Administrator Copy: Hardat Khublall, Project Manager PCSA CONTRACT NO. 5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 11 of 16 Return to Agenda Report Notices shall be mailed to CONSULTANT at: ATKINS NORTH AMERICA, INC. 625 The City Drive South Suite 200 Orange, CA 92868-4946 Attention: M. Cenk Yavas, PE, D.WRE All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. PCSA CONTRACT NO.5-63 Remed 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 12 of 16 Return to Agenda Report 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT'S, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a"Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require PCSA CONTRACT NO.5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 13 of 16 Return to Agenda Report CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT'S supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT'S liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT'S indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting parry, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PCSA CONTRACT NO. 5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 14 of 16 Return to Agenda Report 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, Work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative Closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be deemed to be Acceptance of the Work by the SANITATION DISTRICT for any purpose nor imply Acceptance of, or agreement with, the Consultant's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA CONTRACT NO. 5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 15 of 16 Return to Agenda Report IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: ATKINS NORTH AMERICA, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Labor Hours Matrix Attachment"D"—Allowable Direct Costs Attachment"E"—Final Negotiated Fee Proposal Attachment"G"— Personnel Hourly Rates GVP:yp EDMS:003970709 PCSA CONTRACT NO. 5-63 Revised 02/07/13 DOVER DRIVE TRUNK SEWER RELIEF Page 16 of 16 OPERATIONS COMMITTEE Mewing Date TOBd.Of W. 03/06/13 03/27/13 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Jeff Brown, Senior Engineer SUBJECT: OPENCEL LEASE PURCHASE AGREEMENT AMENDMENT TO INCLUDE APPLICABLE TAXES GENERAL MANAGER'S RECOMMENDATION Amend the motion, Item 15, July 28, 2010, authorizing an Agreement with OpenCEL, LLC for installation of Equipment and Onsite Proprietary Testing of Plant No. 1 Waste Activated Sludge Treatment, Project No. SP-125-6, to include all applicable taxes. SUMMARY A proprietary process marketed by OpenCEL, LLC treats sludge prior to anaerobic digestion to increase its digestibility, resulting in cost savings from increased digester gas production and reduced amounts of residual biosolids. By action on July 28, 2010, the Board of Directors authorized a sole source installation and lease (with an option to purchase) of OpenCEL equipment for onsite testing, which is about to begin. The authorized lease payments and purchase price did not include sales tax that is payable on these amounts, and no project contingency funds were included in the authorization that could be used to pay the tax. Staff estimates a maximum sales tax liability of $112,000 (8% of the price), resulting in monthly lease payments of about $34,500 and a not-to-exceed purchase cost of$1,512,000. PRIOR COMMITTEE/BOARD ACTIONS July 2010 —Authorized a turn-key installation of OpenCEL equipment and all necessary auxiliary equipment and utilities for an amount not to exceed $300,000; Approved a sole source lease purchase of OpenCEL equipment for onsite proprietary testing for a maximum of 36 months at a cost of $32,000 per month, and a down payment of $250,000; and Authorized purchase of the OpenCEL equipment for a total amount not to exceed $1,400,000 upon successful testing. CEQA N/A Page 1 of 2 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted. (Line item: Section 8, Page 13, SP-125). Project contingency funds will not be used for this amendment. Date of ADDroval Contract Amount Contlnoencv 07/28/10 $1,700,000 0 JB:sa:gc Page 2 of 2 OPERATIONS COMMITTEE meeting Date TOBd.Of Dir. 03/06/13 03/2]/13 AGENDA REPORT ItemNumber Item Number a Orange County Sanitation District FROM: James D. Ruth, General Manager Originator: Nick Kanetis, Director of Engineering CIP Project Manager: Hardat Khublall SUBJECT: DOVER DRIVE TRUNK SEWER RELIEF, CONTRACT NO. 5-63 GENERAL MANAGER'S RECOMMENDATION Approve a Reimbursement Agreement with the City of Newport Beach for street improvements along Dover Drive for the Dover Drive Trunk Sewer Relief, Contract No. 5-63, in an amount not to exceed $633,000, in a form approved by General Counsel. SUMMARY The Dover Drive Trunk Sewer Relief, Contract No. 5-63, provides for the increase in the hydraulic capacity of approximately 7,300 feet of existing sewer lines located along Dover Drive, between Irvine Avenue and Pacific Coast Highway, in the City of Newport Beach (City). Construction of this trunk sewer requires excavating trenches along Dover Drive and installing new 24-inch diameter sewer lines. As part of the City's permit conditions, the Orange County Sanitation District (Sanitation District) is required to grind and cap portions of the street pavement and rebuild another section of the street that will be damaged from its construction activities. Upon completion of the Sanitation District project, the City will begin its own construction project to repave Dover Drive. As such, the City has agreed to perform the Sanitation District pavement work required by the City permit. Performing the work in this manner will minimize impacts to the environment, the public, and surrounding communities. The cost of the street repairs related to the project has been established with the preparation of a detailed engineering estimate and agreed upon with the City in the amount of$633,000. The proposed reimbursement agreement provides for the reimbursement by the Sanitation District to the City in the amount of $633,000 for the City's construction of the Sanitation District's required pavement repairs to be done as part of a City roadway rehabilitation project following the completion of the Dover Drive Trunk Sewer Relief project. PRIOR COMMITTEE/BOARD ACTIONS None. Page 1 of 2 ADDITIONAL INFORMATION None. CEQA This project was included in the June 2007 Collections, Programmatic Environmental Impact Report, was certified on August 22, 2007 and a Notice of Determination was filed on August 23, 2007. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. This item has been budgeted (FY2012-13 Section 8, Page 31) and the budget is sufficient for the recommended action. Date of ADDroval Contract Amount Contingency 03/27/13 $633,000 N/A ATTACHMENT The following attachment(s) are provided in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package: Reimbursement Agreement (8 Pages) NK:HK:dm:gc Page 2 of 2 Return to Agenda Report REIMBURSEMENT AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT (OCSD) AND THE CITY OF NEWPORT BEACH (CITY) FOR THE DOVER DRIVE PAVEMENT RESTORATION IN THE CITY OF NEWPORT BEACH OCSD Contract No. 5-63 THIS REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into on this day of , 2013,by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District,hereinafter referred to as"OCSD"; AND CITY OF NEWPORT BEACH, California, a Municipal Corporation,hereinafter referred to as"CITY." OCSD and CITY are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." RECITALS WHEREAS, OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and WHEREAS, CITY is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City; and WHEREAS, OCSD owns, operates and maintains a trunk sewer within the CITY located beneath Dover Drive (hereinafter, OCSD's existing sewer line shall be referred to as the "Sewer," the location of which is depicted on Exhibit "A", attached hereto and incorporated in full by this reference), and OCSD is planning a project for the total replacement of its Sewer (hereinafter, "OCSD Sewer Improvement"); and WHEREAS, following completion of the OCSD Sewer Improvement, OCSD is responsible for the pavement restoration of the street overlying the Sewer including repaving(grind and cap); and WHEREAS, CITY is planning a project to improve the street overlying OCSD's Sewer following completion of the OCSD Sewer Improvement(hereinafter,"CITY Improvements"); and 909822.1 Return to Agenda Report WHEREAS, OCSD and CITY desire to perform OCSD pavement restoration and CITY Improvements in a manner that minimizes the impacts to the environment, the public and surrounding community; and WHEREAS,CITY has agreed to complete OCSD's obligation to restore the pavement as part of the CITY Improvements (hereinafter, the proposed CITY Improvements and pavement restoration following completion of the OCSD Sewer Improvements shall be referred to as the "Street Improvement"); WHEREAS,OCSD has agreed to reimburse CITY for OCSD's share of the Street Improvement costs in the manner and subject to the conditions set forth below. AGREEMENT NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereto agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. OCSD and CITY shall work cooperatively together so the Street Improvement can be constructed in a manner that minimizes the costs and impacts to the public. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: CITY's Specific Obligations. A. CITY shall be responsible for the design, construction, and on-going maintenance of the Street Improvement. B. CITY shall be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.) for all activities associated with the Street Improvement and CITY shall be the Lead Agency for purposes of CEQA and, in such capacity, shall conduct such environmental review (whether by Environmental Impact Report, Mitigated Negative Declaration, Negative Declaration, or Notice of Exemption) as CEQA may require. CITY shall supply to OCSD a copy of the CITY-approved environmental review document. C. CITY shall obtain all necessary permits for construction of the Street Improvement from federal, state and local authorities. D. The CITY shall include raising of all OCSD manhole covers within the Street Improvement project limits to finished grade at no additional expense to OCSD. 909822.1 Return to Agenda Report All work related to the raising of all OCSD manholes shall comply with OCSD's standards. E CITY shall issue a permit to OCSD and waive all related fees for the construction of OCSD's Sewer Improvement. Section 4: OCSD's Specific Oblieations. A. OCSD shall be responsible for the construction and maintenance of OCSD Sewer Improvements, and, in addition, shall pave the street replacement pavement section with a "T" Trench section per City Standards over the Sewer following completion of the OCSD Sewer Improvements. B. OCSD shall reimburse CITY for the costs agreed to herein related to pavement restoration (grind and cap) Dover Drive between Mariners Drive and Westcliff Drive, and Southbound Dover Drive from Westcliff Drive to West Coast Highway. In addition, OCSD shall reimburse the City for half the cost of the structural reconstruction of Dover Drive from Irvine Avenue to Mariners Drive. OCSD shall not be responsible for an amount greater than the estimated cost of rehabilitating the street agreed upon herein, which amount is based on the cost OCSD would have had to expend if OCSD was solely responsible for such work had OCSD completed the pavement restoration and complied with the CITY's pavement requirements. The costs shall be calculated based on an engineer's cost estimate using current industry prices, and OCSD shall only be responsible for such reimbursement amounts as provided for in Section 5 herein. OCSD's share of the Street Improvement costs shall not include costs and services for the design and construction of CITY's Improvements. C. Aside from OCSD's obligation to reimburse CITY as provided herein, OCSD will not participate nor be involved in the CITY Improvement or the Street Improvement. D. OCSD shall provide field inspection at OCSD's cost for raising all OCSD's manhole covers to grade by CITY's contractor as part of Street Improvement. Section 5: Timine and Amount of Reimbursement. OCSD is obligated to reimburse the CITY hereunder a lump sum amount of Six Hundred and Thirty Three Thousand Dollars ($633,000.00), which represents 50% of the full depth asphalt reconstruction of Dover Drive from Irvine Avenue to Mariner's Drive, 100% of the asphalt overlay of Dover Drive from Mariner's Drive to Westcliff Drive and 50% of the asphalt overlay of South-bound Dover Drive from Westcliff Drive to Pacific Coast Highway. Reimbursement total includes a 10% administration fee. Monies shall be disbursed to the CITY via a lump sum amount, upon the start of construction of OCSD's Sewer Improvement project. CITY agrees that the amount stated herein is the full amount OCSD is required to pay for OCSD's share of the costs for the Street Improvement and any related costs, and CITY shall not be entitled to any more money from OCSD as reimbursement for the Street Improvement. 909822.1 Return to Agenda Report Section 6: Indemnification. A. CITY shall indemnify, defend and hold OCSD, its officers, agents, employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death, injury, loss, or damage to persons or property which may arise or is claimed to have arisen during or out of construction of the CITY Improvements and/or Street Improvement, as a result of any work or action performed by or on behalf of CITY, its officers, agents, employees or consultants, save and except in those instances where such expense, liability or claim is solely caused by any act, omission, or negligence of OCSD, its officers, agents, employees or consultants. B. OCSD shall indemnify, defend and hold CITY, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen as a result of any act performed by OCSD, its officers, agents, employees or consultants, with respect to the construction of the OCSD Sewer Improvements and Street Improvement, as a result of or in connection with the maintenance and operation of the OCSD Improvements, except in those instances where such expense, liability or claim is solely caused by any act, omission or negligence of CITY, its officers, agents, employees or consultants. Section 7: Term. This Agreement shall commence on the above written date, and be in full force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is terminated as set forth herein. Section 8: Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of. (i)the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or(iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: To OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clerk of the Board Facsimile: (714) 962-5018 To CITY: City of Newport Beach 3300 Newport Boulevard Newport Beach,CA 92663 909822.1 Return to Agenda Report Attention: Michael J. Sinacori,P.E. Facsimile: (949) 644-3020 Section 9: Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of California for Orange County. Section 10: No Third Party Beneficiaries. This Agreement is entered into by and for the OCSD and the CITY, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 11: Force Maieure. Except for the payment of money, neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, Act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority. Section 12: Governing Law. This Agreement shall be governed by the laws of the State of California. Section 13: Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations and agreements between the Parties pertaining to the subject matter hereof. Section 14: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 15: Modification. Alteration, change, or modification of this Agreement shall be in the form of a written amendment,which shall be signed by both Parties. Section 16: Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Section 17, Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. This Agreement may be executed in counterparts. Section 18: Amendments. This Agreement may be modified or amended only by a written document executed by the CITY and OCSD and approved as to form by each party's respective Attorney. Section 19: Attorneys Fee. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 909822.1 Return to Agenda Report [SIGNATURES ON FOLLOWING PAGE] 989822.1 Return to Agenda Report IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Troy Edgar, Chair of the Board of Directors ATTEST: By Maria Ayala, Clerk of the Board of Directors APPROVED AS TO FORM: GENERAL COUNSEL By Bradley R. Hogin CITY OF NEWPORT BEACH By Keith D. Curry,Mayor ATTEST: By Leilani I. Brown, City Clerk APPROVED AS TO FORM By Aaron Harp, City Attorney 909822.1 Return to Agenda Report JU P P P N TS ;00 SJ. 4i op OCSD _ SEWER LOWER OR NEWPORT BAY// CLIFF PACIFIC COAST HWY _ 1 cygNNFz DOVER DRIVE TRUNK SEWER RELIEF CONTRACT No. 5-63 EXHIBIT "A" OPERATIONS COMMITTEE MeedngDate To ad.of Di, 03,06,13 -- AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Ruth, General Manager Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PROPOSED SEWER SERVICE FEE SCHEDULE AND CAPITAL IMPROVEMENT PROGRAM GENERAL MANAGER'S RECOMMENDATION Informational only item. SUMMARY Staff will present the Capital Improvement Program and the proposed user fee schedule. PRIOR COMMITTEE/BOARD ACTIONS February 2013 Operations Committee: Presentation on Proposed Rate Schedule Administration Committee: Consider a five year rate schedule for regional sewer service charges and industrial sewer service charges, which includes a 4.8% rate increase effective July 1, 2013, followed by four annual increases of 2.4%. Board Meeting: Set March 27, 2013, as the date of the Public Hearing to hear protests and for the second reading of the Ordinance No. OCSD-41 and OCSD-42. January 2013 Board Meeting: Receive and file the Sanitation District's Wastewater Revenue Program Rate Study completed by Carollo Engineers. December 2012 Board Meeting: Direct staff to prepare and mail Proposition 218 notifications outlining a Regional and Local sewer service fee schedule. Page 1 of 2 ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A Page 2 of 2