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04-04-2018 Operations Committee Meeting Agenda Packet
Orange County Sanitation District Wednesday, April 4, 2018 Regular Meeting of the a 5:00 P.M. OPERATIONS COMMITTEE Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form(located at the table outside of the Board Room)and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items are considered routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the March 7, 2018 Operations Committee Meeting. 2. COSTA MESA SANITARY DISTRICT ALTERNATE DISTRICT ENGINEER CONTRACT (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve an employee lending agreement between the Orange County Sanitation District and the Costa Mesa Sanitary District so the Orange County Sanitation District can provide Alternate District Engineer services, effective May 25, 2018 through May 24, 2019, with one 12-month extension as approved by the General Manager. D4I04/2018 Operations Comm@tee Agenda Page 1 of 5 3. INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2018-2019 (Jim Colston) RECOMMENDATION: Recommend to the Board of Directors to: Approve Contract Amendment number 4600001879-003 with Inland Empire Regional Composting Authority to receive and compost up to an average of 50 wet tons per day of the Orange County Sanitation District's biosolids at a base fee (tipping fee)of$57 per wet ton, plus an administrative fee of$2 per wet ton and any other adjustments provided for in the original agreement. This contract amendment shall serve as the third and final annual renewal of three one-year renewal options in a total annual amount not to exceed $900,000/year. NON-CONSENT: 4. NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT "B"), CONTRACT NO. 2-72B (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Addendum to the 1999 OCSD Strategic Plan Program Environmental Impact Report for additional project analysis for the Newhope-Placentia Trunk Sewer Replacement, Contract No. 2-72B; B. Receive and file Bid Tabulation and Recommendation for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C; C. Reject low bid from Trautwein Construction, Inc. as non-responsive; D. Award a Construction Contract to Group OHL USA, Inc.for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C, for a total amount not to exceed $58,242,000; and E. Approve a contingency of$3,785,730 (6.50%). 5. HEADWORKS REHABILITATION AND EXPANSION AT PLANT NO. 1, PROJECT NO. P1-105 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $2,103,104 (12%) to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of $3,856,000 (22%). 6. BATTERY STORAGE SYSTEM AT PLANT NO. 1, PROJECT NO. FE17-03 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a ten-year Energy Management Services Agreement with Advanced Microgrid Solutions, Inc. to 04/04/2018 Operations Comm@tee Agenda Page 2 of 5 provide, install, and operate a battery energy storage system and upgrade the associated power feed cables at Plant No. 1. 7. REGIONAL ODOR AND CORROSION CONTROL SERVICES (ROCCS) PROGRAM, SPECIFICATION NO. C-2107-899BD (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file bid tabulation and Notice of Intent to Award dated March 12, 2018 for the Regional Odor and Corrosion Control System (ROCCS) Program, Specification No. C-2017-899BD; B. Receive and file Pencco award protest statement dated March 12, 2018 for Specification No. C-2017-899BD; C. Receive and file Orange County Sanitation District's Protest Determination Letter dated March 15, 2018; D. Receive and file Pencco's Determination Response letter dated March 19, 2018; E. Award a Chemical Supplier Agreement to Hill Brothers Chemical Co, for the ROCCS Program, Specification No. C-2017-89913D, for the following chemical supply and dosing services for the period July 1, 2018 through June 30, 2019, with four (4) one-year renewal options, for the: 1. Supply and delivery of Ferrous Chloride at the unit price of$508.82/dry ton delivered (plus applicable sales tax); with Application Services at a unit price of $25/per site per day and Field Services at a unit price of $25/per site per day for an estimated total annual amount of$2,001,263; 2. Supply and delivery of Magnesium Hydroxide at a unit price of$498.62/dry ton delivered (plus applicable sales tax) with Application Services of $80/per site per day; Field Services of$80/per site per day and demurrage (Special Circumstances) of $635/dry ton (plus applicable sales tax) with a dosing fee of $190/hour for an estimated total annual amount of $2,505,152; 3. An annual not to exceed agreement allowance of $50,000 for mobilization and demobilization services; F. Award a Chemical Supplier Agreement to US Peroxide, LLC dba USP Technologies, for the ROCCS Program, Specification No. C-2017-899BD, for the period July 1, 2018 through June 30, 2019, with four (4) one-year renewal options for the supply and delivery of Calcium Nitrate at the unit price of $1.975/gallon delivered (plus applicable sales tax) with Application Services at a unit price of$25/per site per day; Field Services at a unit price of$25/per site 04I04/2018 Operations Comm@tee Agenda Page 3 of 5 per day; a Crystal Cove delivery fee of $175 per delivery for an estimated annual amount of$498,794: 1. With an annual not to exceed agreement allowance of $50,000 for mobilization and demobilization services; and G. Approve an annual unit price and program price contingency of 15%, per agreement. INFORMATION ITEMS: 8. OPERATIONS AND MAINTENANCE OF COLLECTIONS SYSTEMS (Ed Torres) 9. PURCHASING ORDINANCE (Lorenzo Tyner) 10. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, May 2, 2018 at 5:00 p.m. 04I04I2018 Operations Committee Agenda Page 4 of 5 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations,please contact the Orange County Sanitation District Clerk of the Board's office at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aaenda Postina: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klomaocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbera(a)ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirellifalocsd.com Assistant General Manager Rob Thompson (714)593-7310 rthomuson(o7ocsd.com Director of Environmental Jim Colston (714)593-7450 icolstonlalocsd.corn Services Director of Operations& Ed Torres (714)593-7080 etorres(a)ocsd.com Maintenance 04I04/2018 Operations Committee Agenda Page 5 of 5 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, March 7, 2018, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, March 7, 2018 at 5:02 p.m. in the Administration Building. Director Collacott led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Ellery Deaton, Vice-Chair Bob Ghirelli, Assistant General Manager Denise Barnes Rob Thompson, Assistant General Manager Robert Collacott Celia Chandler, Director of Human Resources Phil Hawkins Jim Colston, Director of Environmental Services Steve Jones Ed Torres, Director of Operations & Maintenance Scott Peotter Lorenzo Tyner, Director of Finance & Fred Smith Administrative Services Mariellen Yarc Tina Knapp, Deputy Clerk of the Board Greg Seboum, Board Chair Don Cutler David Shawver, Board Vice-Chair Jacob Dalgoff Mike Dorman COMMITTEE MEMBERS ABSENT: Dean Fisher Allan Bernstein Alfredo Garcia Tim Shaw Larry Johnson Anni Larkins Kathy Millea Jeff Mohr Man Nguyen Victoria Pilko Roya Sohanaki Jim Spears OTHERS PRESENT: Kendra Carney, Assistant General Counsel PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 03/07/2018 Operations Commktee Minutes Page 1 of 7 REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. Director Peotter arrived at 5:03 p.m. Item No. 3 was removed from the Consent Calendar for separate consideration due to the large dollar amount. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the February 7, 2018 Operations Committee Meeting. AYES: Barnes, Collacott, Deaton, Hawkins, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: Peotter ABSENT: Bernstein, S. Jones, and Shaw 2. RETURN ACTIVATED SLUDGE PIPING REPLACEMENT AT PLANT NO. 2, PROJECT NO. P2-123 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Spec Services, Inc. for the Return Activated Sludge Piping Replacement at Plant No. 2, Project No. P2-123, for an amount not to exceed $668,217; and B. Approve a contingency of$66,822 (10%). AYES: Barnes, Collacott, Deaton, Hawkins, Peotter, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, S. Jones, and Shaw 4. EWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Authorize the General Manager to execute a Cooperative Agreement between the Orange County Sanitation District and the City of Anaheim for traffic signal improvements on State College Boulevard along portions of the Newhope-Placentia Trunk Replacement, Segment B, Project No. 2-72B, for an estimated amount of$175,000, in a form approved by General Counsel. 03/07/2018 Operations committee Minutes Page 2 of 7 AYES: Barnes, Collacott, Deaton, Hawkins, Peotter, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, S. Jones, and Shaw 5. EAST BASIN DISTRIBUTION BOX REPAIR, PROJECT NO. FE16-10 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a construction contract to Howard Ridley Company, Inc. for the East Basin Distribution Box Repair, Project No. FE16-10, for a total amount not to exceed $529,350; and B. Approve a contingency of$52,935 (10%). AYES: Barnes, Collacott, Deaton, Hawkins, Peotter, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, S. Jones, and Shaw 6. PURCHASE OF LATHE FROM REPUBLIC LAGUN MACHINE TOOL COMPANY, TO REPLACE ACRA FEL-31200 LATHE (Ed Torres) MOVED. SECONDED. and DULY CARRIED T0: A. Approve the purchase of an American Turnmaster Power One, 40 series lathe from Republic Lagun Machine Tool Co., Specification E-2017-904,for an amount not to exceed $145,559; and B. Approve a contingency of$4,370 (3%). AYES: Barnes, Collacott, Deaton, Hawkins, Peotter, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, S. Jones, and Shaw 7. PLANT NO. 2 CENTRAL GENERATION STEAM TURBINE REHABILITATION (Ed Torres) MOVED. SECONDED. and DULY CARRIED T0: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order to Dresser-Rand for the assessment and standard overhaul of the Steam Turbine at Plant No. 2, for an amount not to exceed $245,424, including applicable tax and freight; and B. Approve a contingency of$49,085 (20%). 03/07/2018 Operations Committee Minutes Page 3 of 7 AYES: Barnes, Collacott, Deaton, Hawkins, Peotter, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, S. Jones, and Shaw 8. SITE ACCESS AND LICENSE AGREEMENT— BREA DOSING STATION (Ed Torres) MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a new Site Access and License agreement with Pacific Quality Partners to lease property for the purpose of installing, maintaining, and operating a chemical dosing station at 1355 West Imperial Highway in the city of Brea, for a term of 36 months, at the following lease terms, in a form approved by General Counsel: • April 22, 2018 through April 21, 2019, $2,500 per month • April 22, 2019 through April 21, 2020, $2,560 per month • April 22, 2020 through April 21, 2021, $2,620 per month; and B. Authorize the General Manager or designee to negotiate and subsequently award an option for an additional 36-month lease renewal period beginning April 22, 2021. AYES: Barnes, Collacott, Deaton, Hawkins, Peotter, Sebourn, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein, S. Jones, and Shaw Director Steve Jones arrived at 5:06 p.m. Item No. 3 was removed from the Consent Calendar for separate consideration due to the large dollar amount. 3. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 (Rob Thompson) Assistant General Manager Rob Thompson provided background information pertaining to this item and the complexities of the project. Engineering Manager Jeff Mohr provided a PowerPoint presentation on this item which included a more detailed of the project, current progress, schedule update, staffing challenges, consultant costs, and budget considerations. The Committee requested that staff prepare a detailed report describing the project including significant design, construction and commission issues, and how the issues were resolved (i.e. lessons learned). 03/07/2018 Operations Committee Minutes Page 4 of 7 MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of $856,800 (12%) to the Professional Consultant Services Agreement with HDR Engineering, Inc. to provide construction support services for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency amount of $2,142,000 (30%) and prepare a detailed report describing the project including significant design, construction and commission issues, and how the issues were resolved (i.e. lessons learned). AYES: Barnes, Collacott, Deaton, Hawkins, S. Jones, Peotter, Seboum, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein and Shaw NON-CONSENT CALENDAR: Engineering Manager Mike Dorman gave a presentation pertaining to Item Nos. 9, 10, and 11. The presentation included elements of Project No. P2-107, an overview of the load shedding system, information about arc flash events and methods to reduce arc flash levels, an overview of Project No. J-117, and specific information pertaining to the load shedding sole source. 9. SCADA SYSTEM AND NETWORK UPGRADES, PROJECT NO. P2-107 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of $211,365 (7.5%) to the Professional Design Services Agreement with Brown and Caldwell for SCADA System and Network Upgrades, Project No. P2-107, for a total contingency amount of$493,185 (17.5%). AYES: Barnes, Collacott, Deaton, Hawkins, S. Jones, Peotter, Seboum, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein and Shaw 10. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 AND SCADA SYSTEM AND NETWORK UPGRADES, PROJECT NO. P2-107 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a budget increase of $19,000,000 for Ocean Outfall System Rehabilitation, Project No. J-117, for a total budget amount of $166,000,000; and 03/07/2018 Operations Committee Minutes Page 5 of 7 B. Approve a budget reduction of $19,100,000 for SCADA System and Network Upgrades, Project No. P2-107, for a total budget amount of $5,000,000. AYES: Barnes, Collacott, Deaton, Hawkins, S. Jones, Peotter, Seboum, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein and Shaw 11. SOLE SOURCE LOAD SHEDDING AND PROTECTIVE RELAY SYSTEM (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize staff to specify Schweitzer Engineering Laboratories as the sole source provider for current and future projects equipment, materials, and services for electrical power system protective relays and load-shedding systems at Plant Nos. 1 and 2; B. Authorize staff to negotiate service agreements for services related to protective relays and load-shedding systems for current and future projects, and for on-going operations and maintenance at Plant Nos. 1 and 2; and C. Ratify the addition of Schweitzer Engineering Laboratories to the list of pre-approved Original Equipment Manufacturers for procurements under $100,000 for equipment, materials, and services for electrical power system protective relays and load-shedding systems. AYES: Barnes, Collacott, Deaton, Hawkins, S. Jones, Peotter, Seboum, Shawver, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein and Shaw Chair Withers and Director Peotter departed the meeting at 5:45 p.m. INFORMATION ITEMS: 12. SEAL BEACH PUMP STATION REHABILITATION, PROJECT NO. 3-62, AND REHABILITATION OF THE WESTERN REGIONAL SEWERS, PROJECT NO. 3.64 (Rob Thompson) Mr. Thompson provided a brief overview of this item and Mr. Mohr provided a PowerPoint presentation that provided an overview of the Western Regional Sewer Area; an overview of the Seal Beach West Side Pump Station, Seal Beach Pump Station, Westminster Blvd. Force Mains, and the Seal Beach Interceptor; and an alternative approach to addressing key questions facing these assets. Director Hawkins departed the meeting at 5:59 p.m. 03/07/2018 Operations committee Minutes Page 6 of 7 Director S. Jones departed the meeting at 6:01 p.m. DEPARTMENT HEAD REPORTS: Board Vice-Chair Shawver provided a brief report on the recent lobby days in Sacramento. Director of Finance &Admin Services Lorenzo Tyner reported that, for the 25t" consecutive year, OCSD earned the Certificate of Achievement for Excellence in Financial Reporting (CGFO). The Board Chair reminded the Committee of the importance of attendance at all Board and Committee meetings and asked that the Directors coordinate with their Alternates should they be unable to attend a meeting. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Committee Vice-Chair Deaton declared the meeting adjourned at 6:09 p.m. to the next scheduled meeting of Wednesday, April 4, 2018 at 5:00 p.m. Submitted by, Tina Knapp, CMC Deputy Clerk of the Board 03/07/2018 Operations Committee Minutes Page 7 of 7 OPERATIONS COMMITTEE Meng Dat0 TOBE. Dir. 04/ltiO4/18 o4/zs/1OrB AGENDA REPORT ItemNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: COSTA MESA SANITARY DISTRICT ALTERNATE DISTRICT ENGINEER CONTRACT GENERAL MANAGER'S RECOMMENDATION Approve an employee lending agreement between the Orange County Sanitation District and the Costa Mesa Sanitary District so the Orange County Sanitation District can provide Alternate District Engineer services, effective May 25, 2018 through May 24, 2019, with one 12-month extension as approved by the General Manager. BACKGROUND The Orange County Sanitation District (Sanitation District) currently provides ongoing sewer-related project design and approval services to Costa Mesa Sanitary District (CMSD) by permitting an employee to serve as Alternate District Engineer on an as-needed basis. The prior agreement for these services will terminate on May 24, 2018. Services are limited to five hours per month, performed at the Sanitation District location, and the Sanitation District invoices CMSD on a project-basis. RELEVANT STANDARDS Maintain collaborative and cooperative relationships with neighboring agencies PROBLEM The current CMSD District Engineer, Rob Hangers, also provides professional consulting and design of sewer services for private development within the City of Costa Mesa. Design reviews of such plans would create a conflict of interest situation for CMSD since only the District Engineer reviews private development sewer design submittals for CMSD. PROPOSED SOLUTION Enter into an employee lending agreement with CMSD so services of a Sanitation District engineer can be provided to CMSD for up to 12 months. TIMING CONCERNS The Sanitation District can no longer provide existing services after May 24, 2018 since the current agreement will expire. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION No impacts to the Sanitation District, however CMSD would need to seek an Alternate District Engineer elsewhere. PRIOR COMMITTEE/BOARD ACTIONS May 2016 - Approved Employee Lending Agreement Extension. ADDITIONAL INFORMATION On May 25, 2016, the Sanitation District Board of Directors authorized the contract of a Sanitation District Engineer as the Alternate District Engineer to the CMSD for a period of up to 12 months, with the option to extend the agreement for an additional 12 months. Sanitation District and CMSD General Managers authorized the extension of this agreement for the allotted 12 months. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Employee Lending Agreement RD:sa Page 2 of 2 OCSD-CMSD Lending Agreement Page 1 of 5 EMPLOYEE LENDING AGREEMENT This Agreement is made this day of April, 2018, by and between Orange County Sanitation District, a special district, (hereinafter, "OCSD") with Costa Mesa Sanitary District, a special district, (hereinafter, "CMSD"). A. CMSD is a special district formed under the Sanitary District Act of 1923 (Health& Safety Code §§ 6400 et seq.).The District boundaries encompass all of the City of Costa Mesa and portions of Newport Beach and unincorporated Orange County. The District provides wastewater collection and transmission to Orange County Sanitation District facilities for treatment and disposal; B. OCSD is a special district formed under the County Sanitation District Act of 1939(Health&Safety Code§§4700 et seq.)that provides wastewater collection,treatment,and disposal services for central and northwest Orange County. C. CMSD and OCSD desire to enter into an agreement wherein OCSD will permit employee Rudy Davila, RE ("Alternate") to serve as Alternate District Engineer ('Position") for CMSD on an as- needed basis for up to 12 months as a workforce development opportunity; D. The workforce development opportunity arrangement will provide a public benefit to both Parties as it will allow CMSD to provide ongoing sewer-related project design and approval when conflicts of interest exist with current CMSD employees as well as providing ongoing opportunities beneficial to OCSD and its employees;and E. The purpose of this Agreement is to set forth the terms and conditions governing the understanding between the Parties. THE PARTIES AGREE AS FOLLOWS: 1. GENERALTERMS A. This Agreement shall be effective for services performed by Alternate on behalf of CMSD from May 25,2018 through May 24,2019,unless terminated earlier or extended as provided below. B. The beginning date and ending date of the Position shall be mutually agreed by the parries prior to the Alternate beginning in the Position. C. The Parties may mutually agree to extend the term of this Agreement for a subsequent 12 months.The General Manager for OCSD shall have authority to exercise the 12-month extension on behalf of OCSD.The General Manager of the CMSD shall have the authority to exercise the 12-month extension on behalf of CMSD. D. Either party may terminate this Agreement without cause for any reason at any time upon giving at least thirty(30)days prior written notice to the other party.Such notice shall state the termination date. The General Manager for OCSD shall have authority to terminate this Agreement on behalf of OCSD. The General Manager for the CMSD shall have the authority to terminate this Agreement on behalf of CMSD. 1155073.1 1297403.1 OCSD-CMSD Lending Agreement Page 2 of 5 E. Either Party may immediately terminate this Agreement for cause including,but not limited to,the failure of the other Party to satisfy its obligations under this Agreement. The General Manager for OCSD shall have authority to terminate this Agreement on behalf of OCSD. The General Manager of the CMSD shall have the authority to terminate this Agreement on behalf of CMSD. F. In the event of termination of this Agreement,Alternate shall immediately cease all activities in the Position. Additionally, any payments owed by either party to the other will immediately become due and outstanding. G. Both Parties agree not to subcontract, assign,or otherwise transfer the Agreement or any part of the services to be performed under this Agreement without prior written consent and approval from the other Party. H. The Alternate shall provide services to CMSD through the OCSD on a project-basis and shall be for all purposes, an independent contractor working through the OCSD to provide services to CMSD. No employment relationship between Alternate and CMSD is expressed or implied by this Agreement. E. CMSD'S RIGHTS AND RESPONSIBILITIES A. CMSD shall pay to OCSD based on the time worked by Alternate in the Position and at the rate of $89.63 per hour and any fraction thereof Should the Alternate's pay structure at OCSD increase, CMSD agrees to engage in good faith discussions with OCSD to adjust the above pay rate to reflect any increase to Alternate's OCSD-based wage rate.In no event shall Alternate provide services in the Position in excess of five hours per month without the express written approval of OCSD. B. OCSD shall be the sole and exclusive Party responsible for determining Alternate's rate of pay and amount of salary,wages,and benefits payable to Alternate during the period Alternate works in the Position. Should OCSD need to increase the rate of compensation due to increases in contractually obligated cost increases (e.g. merit increases,cost of living, health benefits, etc.), CMSD agrees to negotiate with OCSD on such matter upon receiving proper notice from OCSD ofthe need to discuss increases to the reimbursement rate above$89.63 per hour. C. OCSD shall serve as the location for Alternate to provide all services for CMSD in the Position. CMSD shall not require Alternate to provide services at any CMSD location without the express written approval of OCSD. D. CMSD shall pay all invoices within thirty(30)days of invoice date. E. CMSD agrees not to enter into any contract or agreement with any other party,agency,entity,or person which may have the effect of obligating OCSD in any way,except with the prior written consent of OCSD. F. CMSD,at its sole cost and expense,shall obtain,keep in force,and maintain any policy of insurance necessary or appropriate to provide coverage, defense, or indemnification of OCSD as it relates to Alternate or Altemate's performance during the period Alternate works in the Position. G. CMSD shall inform Alternate of all CMSD policies,procedures,rules,and regulations applicable to Alternate and notify Alternate that they are responsible for complying with CMSD's policies, procedures,rules,and regulations during the period Employee works in the Position. 1155073.1 1297403.1 OCSD-CMSD Lending Agreement Page 3 of 5 H. CMSD agrees and covenants that they will maintain a work environment free from unlawful discrimination and/or harassment in compliance with federal and state law. I. CMSD may stop Alternate from serving in the Position in its sole discretion and for any reason. Should CMSD remove Alternate from the Position prior to the agreed termination date,CMSD shall notify OCSD of the removal and this Agreement will be deemed terminated upon said notice and any payments owed by either party to the other will immediately become due and outstanding. III. OCSD'S RIGHTS AND RESPONSIBILITIES A. Alternate is an employee of OCSD and primarily engaged in work duties, tasks, and support for OCSD.Alternate will provide contract services for CMSD in Position as time is available.Should OCSD determine that CMSD's requests or demands of OCSD or Alternate unreasonably interferes with Alternate's regular and expected work duties at OCSD, OCSD shall have the authority to terminate the Agreement for cause. B. OCSD shall assume sole and exclusive responsibility for the payment of Alternate's salary,wages, and benefits during the period Alternate works in the Position. OCSD shall be the sole and exclusive Party responsible for determining Alternate's rate of pay and amount of salary,wages, and benefits payable to Alternate during the period Alternate works in the Position. C. OCSD shall be solely responsible for the payment of any payroll taxes, withholdings, and any other insurance premiums and benefits of any kind owed to Alternate. D. OCSD shall invoice CMSD on a project-basis for all amounts incurred by Alternate for time spent working in Position. E. OCSD shall be responsible for counseling and disciplining Alternate. CMSD may provide input on Alternate's performance to OCSD and may request OCSD take disciplinary action against Alternate. OCSD shall maintain Alternate records, including but not limited to, personnel file, medical file,and discipline file. IV. INDEMNIFICATION. A. CMSD agrees to defend all claims of loss, indemnify and hold harmless OCSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury,wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of CMSD or its agents, employees, officers, officials, or volunteers in the performance of this Agreement. B. OCSD agrees to defend all claims of loss, indemnify and hold harmless CMSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury,wrongful death or other losses and costs,including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of OCSD or its agents,employees,officers,officials,or volunteers in the performance of this Agreement. C. No employee benefits shall be available to Alternate from CMSD in connection with work performed under this Agreement. Except for the hourly rates paid by CMSD to OCSD as provided in this 1155073.1 1297403.1 OCSD-CMSD Lending Agreement Page 4 of 5 Agreement, CMSD shall not pay any other form of compensation to OCSD or Alternate for performing services hereunder. CMSD is not responsible for any taxes or government withholdings on behalf of Alternate. OCSD agrees to defend, indemnify, and hold CMSD harmless against any claims for wages, salary,benefits,or withholdings made by or on behalf of Alternate or any government entity for work performed under this Agreement. D. CMSD agrees to defend all claims of loss, indemnify,and hold harmless OCSD and its officers, officials, agents, volunteers and employees from any and all claims for damage to property, personal injury,wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs, arising out of the negligent acts or omissions or willful misconduct of the Alternate during the period Alternate works in the Position. E. CMSD hereby releases,waives, and discharges OCSD its officers,officials,agents,volunteers and employees from, and covenants not to sue OCSD for, any and all claims for damage to property, personal injury, wrongful death or other losses and costs, including but not limited to reasonable attorney fees and defense costs,arising out of the negligent acts in omissions or willful misconduct of the Alternate during the period Alternate works in the Position. F. In the event that it is determined by a Court or similar judicial body that Alternate was subjected to discrimination, harassment, or retaliation under any local, state, or federal law during the time Alternate was performing work in the Position,CMSD shall pay the costs of OCSD's legal defense and fully indemnify OCSD against any and all claims asserted against OCSD or its officers,officials, agents,volunteers or employees per the terms of all indemnification provisions in this Agreement. G. In the event that it is determined by a Court or similarjudicial body that Alternate discriminated, harassed, or retaliated anyone in violation of any local, state, or federal law during the time Alternate was performing work in the Position,OCSD shall pay the costs of CMSD's legal defense and fully indemnify CMSD against any and all claims asserted against CMSD or its officers, officials, agents, volunteers or employees per the terns of all indemnification provisions in this Agreement H. CMSD expressly agrees that the foregoing Indemnification and Release provisions are intended to be as broad as possible and inclusive as is permitted by the laws of the State of California and that if any portion is held invalid, it is agreed that the balance shall,notwithstanding,continue in full legal force and effect. V. MISCELLANEOUS PROVISIONS A. Captions and headings in this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement or any of its provisions. B. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,but all such counterparts together shall constitute one and the same instrument. C. This Agreement is the entire agreement between the parties.No other agreements,oral or written, have been entered into with respect to the subject matter of this Agreement. 1155073.1 1297403.1 OCSD-CMSD Lending Agreement Page 5 of 5 D. The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California. VI. EXECUTION By signing below,each of the following represent that they have authority to execute this Agreement and to bind the party on whose behalf their signature is made. COSTA MESA SANITARY DISTRICT ORANGE COUNTY SANITATION DISTRICT By: By: Name: Name: Title: Title: Date: Date: 1155073.1 1297403.1 OPERATIONS COMMITTEE Melting D310 TOBE.Of Dir. 0 04118 o4/zs/I8 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: James E. Colston, Director of Environmental Services SUBJECT: INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2018-2019 GENERAL MANAGER'S RECOMMENDATION Approve Contract Amendment number 4600001879-003 with Inland Empire Regional Composting Authority to receive and compost up to an average of 50 wet tons per day of the Orange County Sanitation District's biosolids at a base fee (tipping fee)of$57 per wet ton, plus an administrative fee of$2 per wet ton and any other adjustments provided for in the original agreement. This contract amendment shall serve as the third and final annual renewal of three one-year renewal options in a total annual amount not to exceed $900,000/year. BACKGROUND On June 1, 2015, Orange County Sanitation District (Sanitation District) executed a biosolids management contract with Inland Empire Regional Composting Authority (IERCA) to receive and compost up to 50 wet tons per day of biosolids at a tipping fee of $54 per wet ton and an administrative fee of $2 per wet ton exclusive of trucking costs. The agreement term was for one-year, commencing on the date of execution of the agreement, with three one-year renewal options in a total annual amount not to exceed $900,000/per year. In July 2016, IERCA exercised the first renewal and adjusted the tipping fee from $54 per wet tons of biosolids to $55, which is an increase of $1 per ton. In May 2017, IERCA exercised the second renewal and adjusted the tipping fee from $55 per wet ton of biosolids to $56, which is an increase of$1 per ton. Presently, IERCA intends to exercise its final renewal and has adjusted the tipping fee from $56 per wet ton of biosolids to $57, which is an increase of$1 per ton. The administrative fee of $2 per wet ton of biosolids has remained the same. Thus, with a hauling fee of$14.79 per ton (services provided by Denali contract executed on May 3, 2016), the total cost is $73.79 per wet ton of biosolids (plus fuel surcharge for Denali). RELEVANT STANDARDS • Ocean Discharge Permit, NPDES CA0110604 §VI.C.4.1b Sludge (Biosolids) Requirements • Resolution No. OCSD 13-03 Biosolids Recycling Policy • Safe beneficial reuse of Biosolids Page 1 of 3 PROBLEM The existing biosolids management contract between IERCA and the Sanitation District expires on June 1, 2018. If the Sanitation District does not renew the contract, the Sanitation District's biosolids management diversity will be lessened. PROPOSED SOLUTION Approve the contract amendment to continue biosolids management diversity and sustainability while supporting a local in-basin management option. TIMING CONCERNS The existing biosolids management contract between IERCA and the Sanitation District expires on June 1, 2018. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not be able to utilize this local biosolids management option that is within the basin. PRIOR COMMITTEE/BOARD ACTIONS May 2017 - Approved Contract Amendment number 4600001879-002 with IERCA and the Sanitation District. July 2016 - Approved Contract Amendment number 4600001879-001 with IERCA and the Sanitation District. May 2015 - Approved an Agreement with IERCA to receive and compost up to 50 wet tons per day of the Sanitation District's biosolids. ADDITIONAL INFORMATION N/A CEQA CEQA Analysis Reference: November 7, 2012 Agenda Report - Waste Disposal Agreement with Orange County Waste and Recycling and May 27, 2015 Agenda Report - Composting Agreement with Inland Empire Regional Composting Authority. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: Section 5, Page 6). Page 2 d 3 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (mmocsd.corn with the complete agenda package: • DRAFT Contract Amendment number 4600001879-003 • Original Contract—46000018792017 and Contract Amendments 4600001879-001 &4600001879-002 Page 3 d 3 INLAND EMPIRE REGION,, COMPOSTING A U T ti O R I T Y CONTRACT AMENDMENT NUMBER: 4600001879-003 TO CONTRACT NUMBER: 4600001879 FOR THE REUSE OF BIOSOLIDS THIS CONTRACT AMENDMENT NUMBER 4600001879-003, is made and entered into this day of 2018, by and between the Inland Empire Regional Composting Authority, a Joint Powers Authority, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California (hereinafter referred to as "Authority"or"IERCF"), and the Orange County Sanitation District("the Districf')shall revise the Contract as follows: REVISE SECTION 7, FEE FOR BIOSOLIDS REUSE, ADDING A PARAGRAPH, TO READ: 7.6 Commencing on July 1, 2018, the District shall pay to the Authority for Biosolids, received and processed, ate base fee of$57.00 per wet ton, plus an administrative fee of $2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs. REVISE SECTION 12, DURATION OF AGREEMENT, ADDING A PARAGRAPH, TO READ: Effective with full execution of Contract Amendment Number 4600001879-003, this Agreement will continue in effect for a period of one (more) year; until June 30, 2019. The Parties may, upon mutual written agreement, extend the duration of the Agreement on a year-to-year basis with up to one more annual extension. The parties hereto have caused the Contract to be entered as of the day and year written above. INLAND EMPIRE REGIONAL ORANGE COUNTY SANITATION DISTRICT: COMPOSTING AUTHORITY: Jeff Ziegenbein (Date) Greg Selbourn (Date) Project Manager Chair of the Board of Directors Kelly Lore (Date) Clerk of the Board Contract Amendment Number 4600001879-003 HD 1 of 1 2/21/2018 � 1 INLAND EMPIRE REGIONAL COMPOSTING A U T H O R I T Y AGREEMENT NUMBER 4600001879 FOR THE REUSE OF BIOSOLIDS This Agreement, for the Reuse of Biosolids ("Agreement"), dated �,nne (1 2or5. 2015 ("Effective Date"), and is between the Inland Empire Regional Composting Authority (IERCA, or 'the Authority") and the Orange County Sanitation District ("the District"). The Authority and the District are referred to in this Agreement collectively as "the Parties." The Authority is a Joint Powers Authority formed by and between the Inland Empire Utilities Agency (IEUA), a Municipal Water District organized and operating pursuant to the California Water Code Sections 71000, er seq., and County Sanitation District No. 2 of Los Angeles County (LACSD), a special district organized and operating pursuant to the California Health and Safety Code Sections 4700,el seq. The Authority operates the Inland Empire Regional Composting Facility(IERCF) located at 12645 Sixth Street, Rancho Cucamonga, CA 91739 ("the Site").The Authority has all permits and approvals necessary for operation of the Site and desires to reuse Biosolids produced at the District's facilities. I. DEFINITIONS 1.1 Biosolids means municipal sewage sludge resulting from the treatment of wastewater at the District's facilities that is digested and meets Class B and Table 3 quality standards for land application under Part 503 of Title 40 of the Code of Federal Regulations, "Standards for the Use and Disposal of Sewage Sludge" ("Part 503 Rule"), and dewatered to an annual average of approximately 15%total solids or greater. 1.2 State Certified Weigh Station means any truck weigh station permitted by the State of California to certify weights for commerce. 1.3 Weighmaster's Certificates means certificates obtained in accordance with weighing procedures prescribed in Chapter 7(commencing with Section 12700)of Division 5 of the California Business and Professions Code administered by the Division of Measurement Standards of the California Department of Food and Agriculture. 1 2. BIOSOLIDS TRANSPORTATION AND REUSE 2.1 The District shall transport up to approximately 250 wet tons per week, or 50 wet tons per day of Biosolids from its facilities to the Site for composting, Monday through Friday. This quantity is subject to change and may be adjusted by agreement of the Parties. 2.2 Site delivery hours are from 6:30AM to 2:30PM, Monday through Friday. Hours may change at the sole discretion of the Authority. 2.3 In event the District wishes to deliver to the Site sewage sludge that does not meet the Part 503 Rule Class B Biosolids Pathogen Reduction Requirements specific to mean cell residence time and temperature for anaerobic digestion, the District shall notify the Authority within reasonable time and request approval to deliver for compost such material in accordance with applicable legal requirements as detailed in Section 3 of this Agreement. The Authority reserves the right not to accept and process such sewage sludge material at the Site. 2.4 The District shall use end dump trailers or fans beds to transport Biosolids to the Site. End dumps may not have extended aprons on the rear of the trailers. Trailers delivering Biosolids to the Site must meet the following clearance specifications to off-load material into the biosolids hoppers: 2.4.1 All live bottom belt type trailers require a minimum clear distance of 15" between the ground surface and any trailer structure beyond or past the rear tires. This requirement does not apply to any flexible structure like a mud flap. Flexible structures may be removed or re-positioned to allow adequate clearance; 2.4.2 All end dump trailers must possess the required belt trailers clearance in addition to having a minimum clearance of 19" between the ground surface and any fixed trailer structure when the trailer is in the fully raised or in the dumping position. 2.5 The Authority shall compost all Biosolids in accordance with applicable legal requirements as detailed in Section 3 of this Agreement. The Authority may not use any other method of reuse for the Biosolids without the prior written agreement of the District. 2.6 The Authority shall determine and record the total tonnage delivered to the Site. The truck weigh station at the Site is certified by the State and will be used to issue a Weighmaster's Certificate for each load measured. The Authority shall use the Site's measured tonnage for its billing to the District. Weighmaster's Certificates submitted by the Authority will show the certified gross weight of each load in each billing and the certified tare weight of each vehicle. 3. PERMITS AND REGULATORY COMPLIANCE 3.1 The Authority shall obtain and maintain in effect all necessary licenses, Permits, and other approvals legally required in order to perform all activities and operations provided for in this Agreement. The Authority and all processes utilized at the Site shall comply with all applicable local, state, and federal laws, rules, regulations, and pronouncements, including but not limited to the following: 2 3.1.1 The Authority shall perform all activities and operations in accordance with the requirements, as applicable, of the California Regional Water Quality Control Board- Santa Ana Region, California State Water Resources Control Board, including the General Order (General Waste Discharge Requirements for the Discharge of Biosolids to Land for Use in Agricultural, Silvicultural, Horticultural, and Land Reclamation Activities), Parts 257 and 503 of Title 40 of the Code of Federal Regulations (Criteria for Classification of Solid Waste Disposal Facilities and Practices-Application to Land Used for the Production of Food Chain Crops and Standards for the Use and Disposal of Sewage Sludge, respectively), South Coast Air Quality Management District Rule 1133.2. The Authority shall also operate in compliance with all current waste discharge requirements contained in the NPDES permits for the District's facility(s)that serves as the source(s)of Biosolids delivered to the Authority. District shall make their NPDES permit available to the Authority upon request. 3.1.2 The Authority acknowledges that Part 503 of Title 40 of the Code of Federal Regulations is a self-implementing rule and that the Authority's activities and operations performed at the Site must comply with all applicable general requirements of the rule, including, but not limited to: pollutant limits, management practices, operational standards, monitoring,recordkeeping, and reporting.The Authority shall provide all information relevant to the activities and operations at the Sites that the District may need or request to complete NPDES or other permit applications or reports. 3.2 The District shall obtain and maintain in effect all necessary licenses,permits,and other approvals legally required in order to perform all activities and operations provided for in this Agreement. The District and Biosolids-generating processes at its facilities shall comply with all applicable local, state, and federal laws, rules, and regulations and orders, including but not limited to Part 503 of Title 40 of the Code of Federal Regulations. The District may transport to the Site only Biosolids that meet the Class B pathogen reduction requirements of 503.32(b), vector attraction reduction requirements of 503.33(b)(1), and metals concentration limits of 503.13(b)(3)Table 3, unless other arrangement are made per Section 2.3. 4. SITE INSPECTION, MONITORING,RECORDKEEPING,AND REPORTS 4.1 The Authority shall grant the District and its representatives access to the Site during normal business hours to conduct inspections of the composting activities. The District shall likewise grant the Authority and its representatives access to its treatment facilities during normal business hours. 4.2 The Authority shall keep complete and correct daily records of all composting activities, including: the date, the origin, and quantity of each load of Biosolids composted; site management practices; and any sampling and laboratory test results regarding the composting program. The Authority shall grant the District timely access to all such records. Likewise, the Authority shall have timely access to the District's Biosolids records and data demonstrating compliance with all federal,state,and local laws,regulations and orders. 3 4.3 The Authority shall submit monthly reports to the District that demonstrate compliance with all required permits and authorizations. The Authority shall submit the reports within 30 days after the close of each reporting period.The reports must include, at a minimum, a description of all activities and operations performed during the reporting period, the items described in Section 4.2, and a certification that all activities and operations were performed in compliance with all applicable regulations. The Authority shall forward to the District, within five days of receipt or transmission, copies of all correspondence with regulatory agencies in regards to the activities or operations performed at the Site. Similarly, the District shall furnish monthly, annual, and other periodic reports to the Authority detailing and certifying compliance with permits and applicable regulations. The District shall provide all information relevant to its operations that the Authority may need or request to complete regulatory reports or permits. 4.4 The Parties agree to notify one another by no later than the next business day of its receipt of any notice, whether formal or informal, of a legal, governmental, judicial, administrative, or similar proceeding, action, or enforcement, pending or threatened, that may affect its ability to lawfully fulfill obligations of this Agreement. The District shall forward to the Authority, within 5 days of receipt or transmission by the District, copies of all correspondence with regulatory agencies in regards to its Biosolids operations. 4.5 The District shall perform all sampling for any monitoring and laboratory analyses of Biosolids required by any federal, state, or local laws, regulations or orders prior to transporting such Biosolids to the Authority. The Authority shall perform all other monitoring and laboratory analyses required by any federal, state, or local laws, regulations, or orders including, but not limited to, any monitoring or laboratory analysis of Biosolids after receipt by the Authority. 5. COMPOSITION OF BIOSOLIDS The District warrants that all Biosolids released to the Authority will be non-hazardous under Title 22, Division 4.5, Chapter 11, Article 3 of the California Code of Regulations. Neither the District nor the Authority shall add any material to the Biosolids that is classified as hazardous, or which creates by-products or residues classified as hazardous, under federal or state laws,regulations,or orders. 6. INCLEMENT WEATHER 6.1 The Parties shall each provide any facilities necessary to ensure their ability to remove, transport,and compost Biosolids during typical inclement weather. 6.2 The Parties acknowledge that severe weather conditions may reduce or suspend the Parties' abilities to deliver and/or compost Biosolids. If either Party reasonably determines that a reduction or suspension is necessary, the Party shall provide the other Party, to the extent reasonably possible: 1)a 24-hour minimum notice of reduction or cessation of operations; and 2) an estimate of when the operations will resume. See also Section 11,Force Majeure. 4 7. FEE FOR BIOSOLIDS REUSE 7.1 The District shall pay to the Authority for Biosolids received and processed at a base fee of$54.00 per wet ton, plus an administrative fee of$2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs. 7.2 The Authority shall submit invoices to the District on a monthly basis and the District shall make payment to the Authority within thirty(30)days of receipt. 7.3 If the term of this Agreement extends beyond the initial one-year term provided for in Section 12 below,either the District or the Authority may request an adjustment in the fee. 7.4 If during the tern of this Agreement, the Authority incurs a new and unforeseen fee or other cost not previously paid by the Authority, the Authority may request an adjustment in the fee. The Authority shall provide written documentation to the District verifying the increased cost. Rate increases during the current tern will not exceed the annual Consumer Price Index for the Los Angeles-Orange County Metropolitan Area for all urban consumers (CPI-U) available as of the date of the requested rate increase. The annual CPI-U will not be justification for any rate reduction. 8. OWNERSHIP OF BIOSOLIDS 8.1 The District shall retain ownership of all Biosolids during transport, up to and including off-loading of the Biosolids from the District's trucks. The District shall at all times manage, direct, oversee, and/or conduct operations during transport, and is responsible for leakage prevention and spill mitigation, and compliance with all applicable environmental regulations. 8.2 The Authority shall become the owner of all Biosolids delivered to the Site after off-loading and acceptance of the Biosolids from the District's trucks. The Authority shall compost all Biosolids in accordance with this Agreement. The Authority may not use or dispose of the Biosolids in any other manner without written consent from the District. The Authority shall comply with all applicable laws and regulations in connection with the marketing,use,and sale of the composted Biosolids. 9. INSURANCE The District shall require its contractors transporting Biosolids to the Site to obtain and keep in force during the term of this Agreement, at their sole expense, comprehensive general liability insurance with endorsements naming the Authority as an additional insured, covering the transportation of Biosolids in any vehicle whether owned or leased, whether liability is attributable to the District or the Authority. The policy or policies must insure the Authority, its directors, officers, employees, and agents against all claims arising out of or in connection with the activities and operations relating to the transportation and delivery of Biosolids to the 5 Facility. The coverage must provide the following minimum limits, which may be increased during the term of this Agreement as requested by the Authority in writing and agreed to in writing by the District: Automobile Liability: Bodily Injury $5,000,000 each person $5,000,000 each occurrence Property Damage $5,000,000 each occurrence $5,000,000 aggregate General Liability: Bodily Injury $5,000,000 each occurrence $5,000,000 aggregate products and completed operations Property Damage $5,000,000 each occurrence $5,000,000 aggregate Coverage must be provided by an insurer that has at least an "A" Policy Holder's Rating and"X" Financial Rating in accordance with the current Best's Key Rating Guide. 9.1 The Contractor shall provide the Authority with evidence of coverage by providing certificates of insurance and endorsements and,at the Authority's request, copies of all required policies plus all attached endorsements for the Authority's review. 9.2 The Contractor shall demonstrate to the Authority that it carries Workers Compensation Insurance in accordance with legal requirements and Waiver of Subrogation. 10. INDEMNITY In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code,each Party,pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code, hereby agrees to and shall indemnify and hold harmless the other Party,and its elected officials,officers, agents, and employees from and against any and all losses, liability, damages, claims, suits, actions, and administrative proceedings or demands (including reasonable attorney's fees) relating to acts or omissions of the indemnitor, its officers, agents, or employees arising out of or incidental to the performance of any of the provisions of this Agreement. Neither Party assumes liability for the acts or omissions of persons other than each Party's respective officers, agents,or employees. In the event judgment is entered against the Parties because of joint or concurrent negligence of the Parties, or their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a Court of competent jurisdiction. This section shall survive termination of the Agreement. 6 11. FORCE MAJEURE Neither the Authority nor the District shall be responsible or liable for failure to meet their respective obligations under this Agreement if such failure is due to causes beyond the Authority's or the District's control. Such causes include, but are not limited to: strikes, fire, flood,civil disorder,acts of God or of a public enemy,acts of the federal government,or any unit of state or local government in either its sovereign or contractual capacity,epidemics,freight embargoes or delays in transportation, and changes in federal, state,or local law that renders the District's Biosolids impermissible for transportation or composting. Each Party shall immediately notify the other Party via email to administrative staff and in writing, in accordance with Section 15,of the occurrence of any condition believed to constitute a force majeure under this section. If a condition of force majeure exists for 30 days or more, either Party may terminate this Agreement by giving notice in writing in accordance with Section 15. The notice will become effective 24 hours after receipt. 12. DURATION OF AGREEMENT This Agreement will be effective on the Effective Date and will continue in effect for a period of one year. The Parties may, upon mutual written agreement,extend the duration of the Agreement on a year to year basis with up to three annual extensions. 13. SUSPENSION,TERMINATION, AND EARLY TERMINATION 13.1 Suspension. The Authority may suspend its receipt of Biosolids if it determines that the District can no longer timely and legally perform the required obligations of this Agreement. Likewise, the District may suspend shipments of Biosolids if it determines that the Authority can no longer timely or legally perform the required services, or if unacceptable conditions exist at the Site.The suspending Party may lift the suspension and allow operations to resume if it determines that any unacceptable conditions have been corrected. 13.2 Termination. Either Party may terminate this Agreement by providing the other Party with a 90-day notice in writing in accordance with Section 15. 13.3 Early Termination. The Authority and the District, by written agreement, may terminate this Agreement at any time. 14. ADDITIONAL PROVISIONS 14.1 Entire Agreement. This Agreement represents the entire agreement and understanding between the Authority and the District as to those matters stated in this Agreement. No prior oral or written understanding is of any force or effect in regard to any matter covered by this Agreement. 7 14.2 Assignment. Neither the Authority nor the District may sell, assign, or sub- contract its interest and/or obligations in this Agreement without the prior written and mutual agreement of the Parties. 14.3 Governing Law. The provisions of this Agreement will be interpreted and enforced in accordance with the laws of the State of California. 14.4 Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15. NOTICE Except as otherwise required, any notice,payment, or instrument required or permitted to be given under this Agreement will be deemed received upon a signed receipt of personal delivery or 72 hours after deposit in any United States Post Office, registered or certified, postage prepaid and addressed to the Party for whom intended,as follows: TO THE AUTHORITY: Inland Empire Regional Composting Authority Attn:Jeff Ziegenbein 12645 Sixth Street Rancho Cucamonga,CA 91739 TO THE DISTRICT: Orange County Sanitation District Attn:General Manager Post Office Box 8127 Fountain Valley,Ca 92728-8127 [SIGNATURE PAGE FOLLOWS] 8 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: Tom B amish air fthe Board Directors By: elly Wore Cie 4f the Board of Directors APPROVED AS TO FORM: By: G ral o sel INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY C-2n, Jeff Ziegen ei Project Manager 9 INLAND EMPIRE REGIONAL COMPOSTING ry A U T H O R I T Y CONTRACT AMENDMENT NUMBER: 460000187MOI TO CONTRACT NUMBER:4600001879 FOR THE REUSE OF BIOSOLIDS THIS S CONTRACT AMENDMENT NUMBER 4600001879-001, is made and entered into this day of 2016, by and between the Inland Empire Regional Composting Authority, a nt Powers Authority, organized and existing in the County of San Bernardino under and by rtue of the laws of the State of California (hereinafter referred to as "Authority"or"IERCF"),and the Orange County Sanitation District('the District")shall revise the Contract as follows: REVISE SECTION 2. BIOSOLIDS TRANSPORTATION AND REUSE, TO READ: Strike all of the current text of Section 2.4; replacing it with: "2A The District shall use farm bed trailers to transport Biosolids to the Site. Trailers delivering Biosolids to the Site must meet the following clearance specifications to off-load material into the biosolids hoppers:" Strike all of the current text of Section 2.4.2 (because it is specific to end dump trailers). REVISE SECTION 7. FEE FOR BIOSOLIDS REUSE, TO READ: Strike all of the current text of Section 7.1; replacing it with: "7.1 The District shall pay to the Authority for Biosolids, received and processed, at a base fee of$55.00 per wet ton, plus an administrative fee of $2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs." REVISE SECTION 12, DURATION OF AGREEMENT, ADDING A PARAGRAPH TO READ: Effective with full execution of Contract Amendment Number 4600001879-001, this Agreement will continue in effect for a period of one (more)year; until June 1, 2017. The Parties may, upon mutual written agreement, extend the duration of the Agreement on a year-to-year basis with up to two more annual extensions. contract Amendment Number 4600001879.001 HD 1 of 2 611012016 AS WITNESS HEREOF, the parties hereto have caused the Contract to be entered as of the day and year written above. INLAND EMPIRE REGIONAL ORANGE CO TY SANITATION DISTRICT: COMPOSTING AUTHORITY: Jeff Zi ?ga b6in (Date) 411ore on (Date) Project Manager Board o Directors `1 (Date) card Contract Amendment Number 4600001879-001 HD 2 of 2 6/10/2016 INLAND EMPIRE l2EGION�aL COMPOSTING A U T H O R I T Y CONTRACT AMENDMENT NUMBER: 4600001879-002 TO CONTRACT NUMBER: 4600001879 FOR THE REUSE OF BIOSOLIDS THIS CONTRACT AMENDMENT NUMBER 4600001879-002, is made and entered into this day of , 2017, by and between the Inland Empire Regional Composting Authority, a Joint Powers Authority, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California (hereinafter referred to as "Authority" or"IERCF"), and the Orange County Sanitation District("the District') shall revise the Contract as follows: REVISE SECTION 7, FEE FOR BIOSOLIDS REUSE, ADDING A PARAGRAPH, TO READ: 7.5 Commencing on July 1, 2017, the District shall pay to the Authority for Biosolids, received and processed, at a base fee of$56.00 per wet ton, plus an administrative fee of $2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs. REVISE SECTION 12, DURATION OF AGREEMENT, ADDING A PARAGRAPH, TO READ: Effective with full execution of Contract Amendment Number 4600001879-002, this Agreement will continue in effect for a period of one (more)year; until June 1, 2018. The Parties may, upon mutual written agreement, extend the duration of the Agreement on a year-to-year basis with up to one more annual extension. The parties hereto have caused the Contract to be entered as of the day and year written above. INLAND EMPIRE REGIONAL ORANGE COUNTY SANITATION DISTRICT: COMPOSTING AUTHORITY: & � SQL j, Jeff Zl nbein (Date) Gy6gory C. ebourn, PLS (Date) Project Manager Chair of the Board of Directors Kel A. a (Date) Clekoft Board Contract Amendment Number 4600001879-002 HD 1 of 1 4/6/2017 OPERATIONS COMMITTEE Meng Date TOBE. Dir. D4/etio4118 oa/zs/1OrB AGENDA REPORT ItemNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT, CONTRACT NOS. 2-72B & 2-72C GENERAL MANAGER'S RECOMMENDATION A. Receive and file Addendum to the 1999 OCSD Strategic Plan Program Environmental Impact Report for additional project analysis for the Newhope-Placentia Trunk Sewer Replacement, Contract No. 2-7213; B. Receive and file Bid Tabulation and Recommendation for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C; C. Reject low bid from Trautwein Construction, Inc. as non-responsive; D. Award a Construction Contract to Group OHL USA, Inc. for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C, for a total amount not to exceed $58,242,000; and E. Approve a contingency of$3,785,730 (6.50%). BACKGROUND The upper reaches of the Newhope-Placentia Trunk carry flow from the cities of Brea, Fullerton, and Anaheim to Plant No. 1 for reclamation. Since the Newhope-Placentia Trunk has limited capacity, approximately 9 million gallons per day(mgd)is diverted away from the Newhope-Placentia Trunk and into the Santa Ana River Interceptor (SARI) line at three flow diversion structures and the Yorba Linda Pump Station. As the SARI line includes non-reclaimable wastes, all its flow is diverted to Plant No. 2 and not reclaimed. The Newhope-Placentia Trunk was constructed in 1959, and the Rolling Hills Sub-Trunk was constructed in 1966. The Yorba Linda Pump Station was constructed in 1974. The entire project will replace and upsize six miles of the pipe. The construction contract for the first portions of the project in Fullerton is complete. The remaining four miles are within Anaheim and the construction contract is referred to as Segment B. Segment C consists of sewer pipe spot repairs on the Rolling Hills Sub-Trunk. Page 1 d 4 RELEVANT STANDARDS • Use all practical and effective means for recovering wastewater for reuse • CA Public Contract Code Section 20103.8: Award Construction Contract to lowest responsive, responsible bidder PROBLEM • Previous modeling efforts completed by the Orange County Sanitation District (Sanitation District) 1999 and 2006 Strategic Plan Update, and 2009 Facilities Master Plan identified capacity deficiencies in the upper reaches of the Newhope-Placentia Trunk. The Yorba Linda Pump Station would require extensive rehabilitation if it were to remain in service. • There is 9 mgd of reclaimable sewage that cannot be reclaimed since it is mixed with the non-reclaimable SARI line. • The Rolling Hills Sub-Trunk pipe is cracked at seven locations and requires repair. PROPOSED SOLUTION The Newhope-Placentia Trunk Replacement, Project No. 2-72, will increase the capacity of the Newhope-Placentia Trunk Sewer to satisfy current and future flows, allow abandonment of Yorba Linda Pump Station, and add flexibility to the collections system to divert reclaimable flows to Plant No. 1. A subsequent project will abandon the Yorba Linda Pump Station. Sewer pipe crack repair work will be performed on the Rolling Hills Sub-Trunk. TIMING CONCERNS Completion of this project eliminates the need to initiate planned rehabilitation work at the Yorba Linda Pump Station. RAMIFICATIONS OF NOT TAKING ACTION Without this project, there would be a need to rehabilitate, maintain, and operate the Yorba Linda Pump Station. Also, there would continue to be diversion of flows into the SARI line which are not reclaimable. PRIOR COMMITTEE/BOARD ACTIONS February 2016 - Awarded a construction contract with Trautwein Construction, Inc. for Newhope-Placentia Trunk Sewer Replacement (Fullerton/Anaheim, Segment A), Contract No. 2-72A, for a total amount not to exceed $21,134,650, and approved a contingency of$2,113,465 (10%). Page 2 d 4 ADDITIONAL INFORMATION The Sanitation District advertised Contract Nos. 2-72B & 2-72C for bids on January 10, 2018. Six sealed bids were received on March 13, 2018. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Summary information on the bid opening is as follows: Total Project Budget $ 82,910,000 Engineer's Estimate $ 56,567,000 Bidder Amount of Bid Trautwein Construction, Inc. $ 57,795,801 OHL USA, Inc. Dba Group OHL USA, Inc. $ 58,242,000 Pulice Construction $ 64,268,426 W.A. Rasic Construction Company, Inc. $ 65,815,000 Kiewit Infrastructure West Co. $ 74,495,000 Steve P. Rados, Inc. $ 80,203,220 In accordance with Sanitation District policies and procedures, staff evaluated the apparent lowest bidder, Trautwein Construction, Inc. That evaluation, and subsequent correspondence with Trautwein Construction, Inc., concluded that they were non-responsive because they did not meet the required experience for performing or supervising a subcontractor for at least two jack-and-bore projects with a minimum steel casing size of 72-inch diameter completed within the last five years for a public owner. An evaluation of the second apparent low bidder, Group OHL USA, Inc., found them to be both responsive and responsible. Staff recommends awarding a construction contract to the lowest responsive, responsible bidder, Group OHL USA, Inc., for Newhope-Placentia Trunk Sewer Replacement, Contract Nos. 2-72B & 2-72C, for a total amount not to exceed $58,242,000. Interested parties have seven days following notification of intent to award to file an award protest. This deadline is expected to occur at the time of the April 4, 2018 Operations Committee. CEQA The Sanitation District, as lead agency, prepared a Program Environmental Impact Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR on October 27, 1999. The Sanitation District filed a Notice of Determination on October 29, 1999. The Sanitation District has determined that the project is within the scope of the PEIR, and that an Addendum to the PEIR should be prepared. The Addendum is attached. Page 3 of 4 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: Budget Update FY2016-17 and 2017-18 Section 8, Page 21) and the budget is sufficient for this action. There are reimbursement agreements in place that allow this contract to perform water line, sewer, and street improvements on the City of Anaheim's behalf. ATTACHMENT The following attachment(s) may be viewed on-line at the OOSD website (wwwocsd.corn with the complete agenda package: • Addendum to PEIR • Construction Contract AN:dm:gc Page 4 of 4 HELIX Environmental Planning Newhope Placentia Trunk Sewer Replacement Project (Project No. 2-7213) Addendum to Final Program Environmental Impact Report Collection System Improvement Plan Orange County Sanitation District (March 2007) March 2017 Prepared for: Prepared by: Orange County Sanitation District HELIX Environmental Planning, Inc. 10844 Ellis Avenue 7578 El Cajon Boulevard Fountain Valley,CA 92708 La Mesa,CA 91942 ADDENDUM TO FINAL PROGRAM ENVIRONMENTAL IMPACT REPORT COLLECTION SYSTEM IMPROVEMENT PLAN ORANGE COUNTY SANITATION DISTRICT (MARCH 2O07) SCH # 2006101018 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT PROJECT (PROJECT NO. 2-72B) Prepared for: Prepared by. HELIX Environmental Planning, Inc. 7578 El Cajon Boulevard La Mesa, CA 91942 March 2017 TABLE OF CONTENTS Section Title Peas 1.0 INTRODUCTION.................................................................................................................................1 1.1 Project Description ....................................................................................................................1 1.2 Purpose and Scope...................................................................................................................1 1.3 Proposed Modifications.............................................................................................................2 2.0 SUMMARY OF EFFECTS...................................................................................................................2 3.0 BASIS FOR DECISION TO PREPARE AN ADDENDUM ..................................................................3 4.0 DETERMINATION...............................................................................................................................3 5.0 ORGANIZATIONS AND PERSONS CONSULTED............................................................................4 5.1 Preparers...................................................................................................................................4 6.0 REFERENCES....................................................................................................................................4 Appendix A—Initial Study Checklist.........................................................................................................A-1 A. Aesthetics..............................................................................................................................A-4 B. Agriculture and Forestry Resources......................................................................................A-6 C. Air Quality..............................................................................................................................A-8 D. Biological Resources...........................................................................................................A-14 E. Cultural Resources..............................................................................................................A-17 F. Geology and Soils...............................................................................................................A-20 G. Greenhouse Gas Emissions ...............................................................................................A-24 H. Hazards and Hazardous Materials......................................................................................A-27 I. Hydrology and Water Quality..............................................................................................A-31 J. Land Use and Planning.......................................................................................................A-35 K. Mineral Resources..............................................................................................................A-37 L. Noise...................................................................................................................................A-39 M. Population and Housing......................................................................................................A- 4 N. Public Services....................................................................................................................A-46 O. Recreation...........................................................................................................................A-50 Q. Utilities and Service Systems..............................................................................................A-55 R. Mandatory Findings of Significance....................................................................................A-58 Appendix B—Air Quality and Greenhouse Gas Emissions Technical Report...........................................B-1 Appendix C—Biological Resources Letter Report. C-1 Appendix D—Cultural Resources Study...................................................................................................D-1 Appendix E—Acoustical Analysis Report..................................................................................................E-1 TABLE OF CONTENTS(cont.) LIST OF FIGURES No. Title Follows Page 1 Regional Location ............................................................................................................................2 2 Project Vicinity(USGS Topography)................................................................................................2 3 Project Vicinity(Aerial Photograph).................................................................................................2 LIST OF TABLES No. Title Page 1 Maximum Daily Construction Emissions.....................................................................................A-10 2 Maximum Daily Local Construction Emissions...........................................................................A-11 3 Estimated Construction GHG Emissions A-25 4 Estimated Total Annual GHG Emissions A-25 ADDENDUM TO FINAL PROGRAM ENVIRONMENTAL IMPACT REPORT COLLECTION SYSTEM IMPROVEMENT PLAN ORANGE COUNTY SANITATION DISTRICT (MARCH 2O07) SCH #2006101018 NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT PROJECT (PROJECT NO. 2-7213) 1.0 INTRODUCTION The Newhope-Placentia (NHP) Trunk Sewer is located in the cities of Anaheim and Fullerton. Existing flows are currently being diverted (pumped) into the Santa Ana River Interceptor(SARI) line by the Yorba Linda Pump Station instead of being routed to the NHP Trunk Sewer due to insufficient existing rapacity in the NHP Trunk Sewer. Future flows to the NHP Trunk Sewer are projected from the College Town development at California State University, Fullerton (CSUF), continued Anaheim Platinum Triangle land use change, future abandonment of the Yorba Linda Pump Station, and diversion of flows from other Orange County Sanitation District(OCSD)trunk lines during dry weather operation. 1.1 Project Description The NHP Trunk Sewer Replacement Project 2-72B (the 'Project") includes the upsizing of part of the NHP Trunk Sewer along and parallel to the existing alignment. Specifically, the Project consists of the replacement of existing sewer line along the approximately 20,679-foot alignment along State College Boulevard, between Orangewood Avenue to the south and about 400 feet south of State Route (SR-)91 to the north (see Figures 1 through 3). The upsized pipeline to replace the existing would be located in the existing road right-of-way within State College Boulevard. The existing pipeline varies from a 33- to 42-inch diameter pipe and the new pipeline would be 54 inches in diameter. A bypass system would be required to maintain the existing sewer flow for portions that are replaced in its current alignment and at locations where there are lateral connections. Several smaller waterlines within the Project would also be upsized within Stale College Boulevard. Specifically, 6-inch pipes at State College and La Palma Avenue and State College and Lincoln Avenue would be upsized to 12 inches and 12- and 18-inch water pipelines at State College and Ball Road would be replaced with 12-and 18-inch pipes. The proposed Project also includes several design challenges with existing infrastructure along the proposed alignment. Adequate spacing requirements must be maintained between the proposed pipeline and an existing 85-inch diameter water line at the intersection of Vermont Avenue, which would be accomplished by constructing in the existing corridor and constructing secondary containment where separation is less than 10 feet between pipelines. The proposed Project also includes a reconnection of the NHP to the eastern reach of the Atwood Sub-Trunk through an open channel, which provides flexibility in diverting excess flow and would reduce the potential for surcharging. Lastly, the proposed Project would involve the relocation of Diversion Structure 47 and manhole NHP0290-0000 from within the intersection of Orangewood Avenue and State College Boulevard to a new structure large enough to accommodate three large diameter connections and one City of Anaheim connection. The City of Anaheim and the Orange County Transportation Authority (OCTA) are currently designing a grade separation project near the intersection of Howell Avenue and State College Boulevard. This grade separation would overlap with a portion of the proposed Project alignment and would lower State College Boulevard by about 17 feet from existing grade. 1.2 Purpose and Scope As lead agency, the OCSD prepared a Program Environmental Impact Report (PEIR; SCH No. 2006101018)for the OCSD Collection System Improvement Plan (Plan) in compliance with the California Environmental Quality Act (CEQA; Public Resources Code, section 21000 at seq.) and the State CEQA Guidelines (California Code of Regulations, Section 15000 at seq., as amended). In accordance with the 1108640.1 1 State CEQA Guidelines, the Draft PEIR was prepared and distributed to public agencies and the general public by the OCSD on March 15, 2007, for a 45-day public review period. A Notice of Availability (NOA) for public review was posted at the Orange County Clerk's Office, a public notice was published in the Orange County Register on March 16, 2007, and a Notice of Completion (NOC)was filed with the State Clearinghouse of the Governor's Office of Planning and Research.The notices included a list of locations where the document was available for public review. Public comments on the Draft PEIR were also solicited at a public hearing that was held on April 3, 2007. No substantive comments on content of the Draft FOR or significant environmental issues related to the proposed Plan were raised at the public hearing and no public letters received required substantial changes to the Draft PER. On August 2,2007, the OCSD Board of Directors certified the PEIR, made findings, adopted a Statement of Overriding Considerations, adopted a Mitigation Monitoring and Reporting Program, and approved the Collection System Improvement Plan, Job No. 7-61. The OCSD filed the Notice of Determination on August 23, 2007. The proposed Project is one of 19 Collection System improvement projects analyzed in the PER. The proposed Project is therefore a subsequent activity within the scope of the PEIR (CEQA Guidelines§15168). Subsequent activities in a PEIR must be examined in light of the PEIR to determine whether an additional environmental document must be prepared. [CEQA Guidelines§1511 1.3 Proposed Modifications The PEIR identified 19 collection system improvement projects throughout the OCSD, including Capital Improvement Project (CIP) No. 02-65, the Newhope-Placentia and Cypress Trunk Replacement. This project was described as a 34,800-foot long alignment within State College Boulevard between Orangewood Avenue and Yorba Linda Boulevard, along Yorba Linda Boulevard between Associated Road and State College Boulevard, and north of Bastanchury Road near Associated Road. New pipe would range from 27-to 48-inch diameter pipe. Since the PEIR was finalized in March 2007, the CIP No. 02-65 project was split into three portions and renamed 2-72A, 2-72B, and 2-72C. The current Project (OCSD NHP Trunk Sewer Replacement Project 2-72B) has slightly changed since the PEIR was finalized, including the size of the proposed pipes, which are now 54 inches in diameter (as opposed to 27-48 inches), and the anticipated timeframe of construction, which is now expected to begin in 2018 (opposed to 2014).Also, more specific detail, including the location of the staging area, the use of bypass systems, and construction equipment to be used is available that was not known at the time the PEIR was prepared. 2.0 SUMMARY OF EFFECTS The Initial Study Checklist in Appendix A of this Addendum presents an analysis of all 17 environmental categories required for analysis by CEQA: aesthetics, agriculture and forestry resources, air quality, biological resources, cultural resources, geology and soils, greenhouse gas (GHG) emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, mineral resources, noise, population and housing, public services, recreation, transportation and traffic, and utilities and service systems. The proposed Project would not result in new significant impacts or an increase in the severity of previously identified significant impacts. The analysis provided in the PEIR would not change due to the proposed Project. It was determined in this Addendum (based on the Initial Study Checklist contained in Appendix A) that the proposed Project modifications would not change the conclusions of the PEIR. The proposed Project does not meet any of the conditions that would require the preparation of a negative declaration or subsequent EIR set forth in Section 15162 of the Guidelines or any of the conditions set forth in Section 15164 of the Guidelines. 1108640.1 2 r LOS ANGELES COU 11Y9,� �.._.._. _.._. _.._.._.._. B I ORANGE COUNT `\Fq •.t Yorba FC��CO Fullerton Linda L,yryaL,I, --j r. ' Buena P� j Park Anaheim . 0 I ``Fo Orange \Ly Gartlen '•!L Grove t �\ Seal p a' d Beach Westminster Santa Tustin �q I Ana 9 'a Fountain i Huntington Valley o4 \ Beach Costa a �1 Mesa tea. 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IX . -�• �„ ,.�. �1■ _ . --�' f .;fps* '-•�.�j • 1 J 1 1 ♦ I 111 i I- rt f IIUY '� ■ ��1I i.'" 1 nr.ltli _. ♦ 1 M�'g. �w,A%.ram - b. �-I �r•� i•« Y 111"� " _ r• L f � MR o Proposed Sewer RePlacemen, 5 J ' '•�, Rift 1'p 3 S,agin9Frea «`x '�••*p =/ .1 •, �♦ � q 6opynght O-2083 National ;eograph c Soaery, I= ubed Project Vicinity (USGS Topography) NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT PROJECT HELIX O Pan Figure 2 rnvironmenmi rienNna f �.I ram+ rim I I .vim Act WOVD Proposed Sewer Replacement 3 Staging Area°-c— y' Project Vicinity (Aerial Photograph) NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT PROJECT HELIX Q Figu�e3 cnvironmenmt rtenNna 3.0 BASIS FOR DECISION TO PREPARE AN ADDENDUM CEQA Guidelines Section 15164 explains when an addendum to an EIR shall be prepared: 15164.Addendum to an EIR or Negative Declaration. (a) The lead agency or a responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred. (b) An addendum to an adopted negative declaration may be prepared if only minor technical changes or additions are necessary or none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR or negative declaration have occurred. (c) An addendum need not be circulated for public review but can be included in or attached to the final EIR or adopted negative declaration. (d) The decision-making body shall consider the addendum with the final EIR or adopted negative declaration prior to making a decision on the project. (a) A brief explanation of the decision not to prepare a subsequent EIR pursuant to Section 15162 should be included in an addendum to a PEIR, the lead agency's required findings on the project, or elsewhere in the record. The explanation must be supported by substantial evidence" 4.0 DETERMINATION Based on the information and analysis in this Addendum, and the Initial Study Checklist prepared concurrently with this Addendum (and included as Appendix A), pursuant to Section 15162 of the State CEQA Guidelines the OCSD has determined that: 1. There are no substantial changes to the Project that will require major revisions to the PEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of significant impacts previously identified in the PEIR; 2. Substantial changes have not occurred in the circumstances under which the Project is being undertaken that will require major revisions of the PEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of significant impacts previously identified in the PEIR;and 3. There is no new information of substantial importance which was not known and could not have been known at the time the PEIR was certified that shows any of the following: a) The Project will have one or more new significant effects not discussed in the PEIR; b) Significant effects previously examined will be substantially more severe than shown in the PEIR; c) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the Project; or d) Mitigation measures or alternatives which are considerably different from those analyzed in the PEIR would substantially reduce one or more significant effects on the environment. 1108640.1 3 5.0 ORGANIZATIONS AND PERSONS CONSULTED 5.1 Preparers Orange County Sanitation District(Lead Agency) Adam Nazaroff, Project Manager Daniel Berokoff, Project Engineer Kevin Hadden, Engineer HELIX Environmental Planning (Environmental Consultant) Joanne M. Dramko,AICP, QAIQC Reviewer, Principal-in-Charge Aaron Brownwood, Project Manager Jason Runyan, Environmental Planner Bill Vosti, Environmental Planner LEE&RO(Lead Consultant) Sal Calderon, Project Manager Khanh Do,Assistant Engineer Marianne Kleine, Project Engineer 6.0 REFERENCES Orange County Sanitation District, March, 2007. Program Environmental Impact Report, Collection System Improvement Plan. SCH No. 2006101016. Prepared by Integrated Program Management Systems. 1108640.1 4 APPENDIX A Initial Study Checklist 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Inilial Study Checklist Appendix A— Initial Study Checklist Discussion of Environmental Checklist The Final Program Environmental Impact Report (PEIR) for the Orange County Sanitation District (OCSD) Collection System Improvement Plan (Plan) was completed in June 2007. The PEIR addressed potential environmental impacts that may result from the construction and operation of the proposed collection system improvement projects as identified in the Plan. The PEIR included analysis and discussion of environmental impacts as a result of the then OCSD Project 2-65 (which is now OCSD NHP Trunk Sewer Replacement Project 2-72B, or the "Project"). Pursuant to CEOA Guidelines Section 15168(c), subsequent activities, such as the implementation of the proposed Project, must be examined in the light of the PEIR to determine whether any further environmental review is required. This Environmental Checklist assesses whether any further environmental review is required. Project Description 2007 PEIR In the PEIR, the proposed Project was described as the installation of 34,800 feet of 27- to 48-inch diameter pipe and 3,500 feet of 24- to 27-inch diameter pipe along State College Boulevard between Orangewood Avenue and Yorba Linda Boulevard, along Yorba Linda Boulevard between Associated Road and State College Boulevard, and north of Bastanchury Road near Associated Road. Current Protect The Project as currently proposed includes the upsizing of part of the NHP Trunk Sewer in the City of Anaheim. Existing flows are currently being diverted (pumped) into the Santa Ana River Interceptor (SARI) line by the Yorba Linda Pump Station instead of being routed to the NHP Trunk Sewer due to insufficient existing capacity in the NHP Trunk Sewer. Future flows to the NHP Trunk Sewer are projected from the College Town development at California State University Fullerton (Cal State Fullerton or CSUF), continued Anaheim Platinum Triangle land use change, future abandonment of the Yorba Linda Pump Station, and diversion of flows from other OCSD trunk lines during dry weather operation. The new trunk line shall be designed to accommodate 2040 peak wet weather flows. The Project alignment is located in the City of Anaheim (Figures 1 and 2)and falls within the segments of State College Boulevard as identified in the 2007 PEIR. The Project 2-72B alignment starts at the intersection of Orangewood Avenue and Stale College Boulevard, within the City of Anaheim (Figure 3). The project alignment proceeds north on State College Boulevard, ending approximately 400 feet south of Stale Route (SR-)91 within the City of Anaheim. Protect Elements Newhope-Placentia Trunk Sewer The Project consists of a combination of the replacement of existing sewer line along a new parallel alignment and the replacement of existing sewer along the existing alignment. The total length of the proposed Project alignment is about 20,679 feet. The proposed Project is reduced in length as compared to the project identified in the PEIR (20,679 feet for the current Project versus 34,800 feet as described in the PEIR). The new pipeline would be located near the median of State College Boulevard. The existing pipeline varies from 33- to 42-inch diameter pipe. The new pipeline would be 54 inches in diameter. A bypass system would be required to maintain the existing sewer flow for portions that are replaced in its current alignment and at locations where there are lateral connections. 1108640.1 A-1 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Inilial Study Checklist Design Challenges • Water Line. The existing NHP sewer line within State College Boulevard between Vermont Avenue and Underhill Avenue is located approximately 10 feet from an existing Metropolitan Water District(MWD) 85-inch water line(distance is measured from centerline to centerline). The water line was originally constructed in 1968 by MWD after the construction of the NHP. The existing water line occurs parallel to the NHP sewer line along State College Boulevard until Vermont Avenue, at which point the water line crosses below the existing sewer line. A minimum 10-foot separation is required between the existing water line and the proposed sewer line. If this separation cannot be maintained, a secondary containment must be constructed. The project would be constructed in the existing NHP corridor along with secondary containment for areas that do not meet the 10-foot minimum. • Atwood Sub-Trunk Manhole Modification. The proposed Project involves reconnecting the eastern reach of the Atwood Sub-Trunk to the NHP sewer line. The Atwood Sub-Trunk was constructed in 1960 and divided in 1974 due to the construction of the Carbon Canyon Interceptor (CCI). The NHP sewer and the Atwood Sub-Trunk intersect at La Palma Avenue and State College Boulevard and there is an existing manhole that precludes the Atwood Sub-Trunk to go under or over the CCI. To reconnect the proposed Project to the Atwood Sub-Trunk, an open channel through the CCI manhole would be developed with the option to divert excess flows into the CCI when necessary. • Howell Grade Separation Crossing. There is an existing railroad alignment that crosses State College Boulevard at-grade just south of Howell Avenue. The ongoing joint project between OCTA and the City of Anaheim involves lowering State College Boulevard by 15 feet to allow for grade separation; however, due to the unknown timing of the grade separation project, the proposed Project would continue to design the NHP in the street right-of-way and to convey 2040 peak wet weather flows. • Diversion Structure 47. The existing DS 47 is located on the north side of the intersection of Orangewood Avenue and State College Boulevard. The existing NHP downstream of DS 47 is routed to manhole NHP0290-0000, which is located near the center of the intersection. Because both DS 47 and manhole NHP0290-0000 are poorly situated within cross traffic and pose a safety hazard to OCSD Collections during inspections and cleaning, the Project includes a new DS 47 and manhole NHP0290-0000 in new locations out of the intersection. The design intent is to provide OCSD with a diversion structure able to accommodate both current and future conditions of the NHP while minimizing maintenance and setting adjustments within DS 47. Proiect Construction The proposed Project would consist of standard open-cut trench construction methods along most of the alignment and lrenchless construction Qack-and-bore) at four locations. For the open-cut trench construction, the trench area would be 10 feel in width, consisting of an 8-fool trench and one foot of disturbance on each side. The depth of pipeline placement associated with the open-cut trench method is anticipated to range from approximately 15 to 20 feet. The portions of the alignment where lrenchless construction methods would occur would range from an approximate length of 300 to 600 linear feet and would involve 54-inch carrier pipes. Trenchless locations were chosen for the following reasons: (1)open- cut trenching is not feasible at the locations (e.g., railroad crossings); (2) the location is a high-traffic volume intersection; (3) the Project pipeline is passing through a segment with a high concentration of crossing utilities; or (4) the pipeline must pass under several large utilities. Tunnel access pits would be constructed at the Katella Avenue crossing, the SCRRA railroad crossing, the UPRR railroad crossing, and the Ball Road crossing. Construction activities would require partial lane closures along State College Boulevard; however, access and travel would not be completely precluded and two lanes would remain open during 1108640.1 A-2 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist construction. Two lanes of traffic would be opened in each direction for the majority of the alignment. Between Vermont Ave and Underhill Ave, only one lane of traffic would be opened in the northbound direction during off-peak traffic hours and two lanes would be opened during peak traffic hours. Construction Equipment For the purpose of the analysis contained in this Initial Study, it is assumed that construction equipment for the Project would include: • Large track excavator(1) • Pipe delivery trucktfiatbed (1) • Dump trucks(5) • Crew pickup trucks(6) • Shoring and trench shields • Traffic control trucks • Signal boards (2) • Temporary concrete and/or plastic k-rail barriers • Water truck for dust control(1) • Pumps(diesel or electric)for bypassing (1 in operation; 1 on standby) • Generators (diesel or electric)for bypassing (1 in operation; 1 on standby) • Horizontal auger for tunnel boring at jack-and-bore construction areas(1) • Generator for tunnel boring at jack-and-bore construction areas (1) • Crane for staging location area(1) Construction Staging Construction staging for the Project would occur at one location along the Project alignment in the northeast corner at the intersection of Orangewood Avenue and State College Boulevard. The advantage of using this location is their proximity to the project area, providing the contractor quick and convenient access to the work site. Construction Schedule Construction of the Project is projected to begin in January 2018 and be completed within 36 months subsequent to initiation. The average pipeline installation rate would be approximately 50 feet of pipe per day. Construction activities and associated equipment maintenance would not be limited to weekdays (excluding holidays)from 7:00 a.m. to 5:00 p.m. and could occur at nighttime. Checklist Format and Conclusions Each resource category in the Environmental Checklist is discussed below. The structure of the discussion is divided into three sections: a summary of the PER evaluation, responses to the CEQA Guidelines Appendix G checklist, and a conclusion whether new environmental effects not examined in the PER have been identified or if they have increased in severity when compared to previously identified significant effects. All feasible mitigation measures from the PER have been incorporated into the Project design pursuant to CEQA Guidelines Section 15168(c). Based on the Environmental Checklist review, no new or increased effects have been identified and the Project is within the scope of the PER 1108640.1 A3 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist A. Aesthetics Significance Criteria Potentially Si Less Than gnificant with Less Than Resource category Significance Criteria Significant Mitigation Significant No Impact Impact Incorporated Impact Would the Project: 1. Have a substantial adverse effect on a scenic vista? ❑ ❑ ® ❑ 2. Substantially damage scenic resources, including,but ❑ ❑ ❑ IN not limited to,trees,rock,outcroppings,and historic buildings within a state or County scenic highway or County-designated scenic road? 3. Substantially degrade the existing visual character or ❑ ❑ ® ❑ quality of the site and its surroundings that are open to public view? 4. Create a new source of substantial light or glare that ❑ ❑ ® ❑ would adversely affect day or nighttime views in the area? PEIR The Initial Study prepared for the Plan determined that no adverse impact on scenic vistas or a state scenic highway designated by the California Department of Transportation (Caltrans) would occur. Impacts related to visual character and light or glare would be construction-related only and temporary. These impacts were assessed to be less than significant in the Initial Study and were not further evaluated in the PER. Checklist Review Would the Project: 1) Have a substantial adverse effect on a scenic vista? Less Than Significant Impact. The proposed Project follows the alignment of State College Boulevard. The Project begins approximately 400 feet south of SR-91, and ends at Orangewood Avenue, approximately 1,500 feet east of Interstate(1-)5. There are no designated scenic expressways in the City of Anaheim within or near the Project area. Implementation of the proposed Project may produce temporary visual impacts during grading and along the Project alignment. The Project would require the use of above-ground bypass pipes which would be visible. However, construction equipment and the above-ground bypass pipes would only be needed temporarily and any temporary impacts would cease once construction is completed. Once constructed, the proposed Project would be below ground and would not be visible. Impacts to scenic vistas would be less than significant. 2) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? No Impact. The proposed Project would not affect a state scenic highway designated by Caltrans under the California Scenic Highways Program (Caltrans 2015). The nearest scenic highway to the proposed Project is along SR-91, from SR-55 to east of the Anaheim city limit, which is more than 3.5 miles east of the Project alignment within State College Boulevard. The portion of SR-91 that occurs about 400 feet 1108640.1 A-4 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist north of where the Project passes under is not within or visible from the designated portion of SR-91. No impacts to scenic resources would occur. 3) Substantially degrade the existing visual character or quality of the site and its surroundings? Less Than Significant Impact. The proposed Project would result in a temporary change of appearance along the Project alignment during construction. Construction equipment, signage, vehicles, soil stockpiles in the construction staging area, and above-ground bypass pipes would be visible to nearby residents and those traveling along the roads in which the pipeline would be installed. Upon completion of construction, no permanent changes to visual character or quality of the Project alignment would occur, as the proposed Project would be located below ground. Visual changes associated with the Project would be temporary and impacts would be less than significant. 4) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? Less-than-Significant Impact. The proposed Project would include the construction and operation of a trunk sewer replacement. Construction activities would occur primarily during the day and would not create a new source of substantial light or glare that would adversely affect daytime views in the area. Construction activities would occur at nighttime to minimize potential daytime traffic impacts; however, nighttime construction would be infrequent and night lighting would be focused to areas where activities are occurring and all light sources would be directed away from residential areas or open areas frequented by wildlife. Because night lighting would be infrequent and would occur within developed areas, within existing collection system rights-of-way, it would not create a new source of substantial light or glare that would adversely affect nighttime views in the area. Once completed, the proposed Project improvements would be located below ground and their operation would not create a new source of substantial light or glare that would adversely affect nighttime views in the area. No impact related to light or glare would occur. Mitigation Measures No new mitigation measures for aesthetics are proposed and none are identified in the PER. New Environmental Effects No new environmental effects would occur. 1108640.1 A-5 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist B. Agriculture and Forestry Resources Significance Criteria Potentially Less Than Less Than Resource Category I Significance Criteria Significant Slgnelcardwkh act Mfiigadon Im Significant No Impact Im ct P Incorporated Pa Would the Project: 1. Convert Prime Fam land, Unique Farmland, or ❑ ❑ ❑ Farmland of Statewide Importance(Farmland),as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency,to non-agricultural use? 2. Conflict with existing zoning for agricultural use,or a ❑ ❑ ❑ Williamson Act contract? 3. Conflict with existing zoning for,or cause rezoning of, ❑ ❑ ❑ forest land(as defined in Public Resources Code section 12220(g))or timberland(as defined in Public Resources Code section 4526)? 4. Result in the loss of forest land or conversion of forest ❑ ❑ ❑ land to non-forest use? 5. Involve other changes in the existing environment, ❑ ❑ ❑ which,due to their location or nature, could result in conversion of Farmland,to non-agricultural use or conversion of forest land to non-forest use? PEIR The Initial Study prepared for the Plan determined that implementation of the Plan would not have the potential to impact agricultural resources as the Plan area is located in a fully developed urban area. Accordingly,the PEIR did not address agricultural impacts. Checklist Review Would the Project: 1) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency,to non-agricultural use? No Impact. The proposed Project is not located in any areas of Prime Farmland, Unique Farmland, or Farmland of Statewide Importance. The Project alignment is designated as "Urban and Built-up Land" by the Farmland Mapping and Monitoring Program (California Department of Conservation, Division of Land Resource Protection 2012) and occurs within existing roadways. Additionally, the proposed Project does not involve converting farmland to non-agricultural use. No impacts to Farmland would occur. 2) Conflict with existing zoning for agricultural use,or a Williamson Act contract? No Impact. The proposed Project would occur within developed areas and within existing collection system rights-of-way. These areas are not zoned for agricultural use and are not under a Williamson Act contract. No impacts to agricultural use zoning or Williams Act contracts would occur. 1108640.1 A-6 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Inilial Study Checklist 3) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code 12220(g)), timberland (as defined by Public Resources Code Section 4526), or timberland zoned Timberland Production (as defined by Government Code Section 51104(g))? No Impact. The proposed Project is not within or near forest land or timberland. Therefore, implementation of the proposed Project would not conflict with existing zoning for such lands, and no impact would occur. 4) Result in the loss of forest land or conversion of forest land to non-forest use? No Impact. The proposed Project is not within or near forest land. Accordingly, Project construction and operation would not convert forest land to non-forest use, and no impact would occur. 5) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland to non-agricultural use or conversion of forest land to non-forest use? No Impact. The proposed Project would not involve changes in the existing environment which would result in conversion of farmland to non-agricultural use or conversion of forest land to non-forest use. No change in land use or existing uses alignment the Project alignment would occur and no impact would occur. Mitigation Measures No new mitigation measures for agricultural resources are proposed and none are identified in the PEIR. New Environmental Effects No new environmental effects would occur. 1108640.1 A-7 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist C. Air Quality Significance Criteria Less Than Potentially Significant with Less Than Resource Category/Significance Criteria Significant Mitigation Significant No Impact Impact Incorporated Impact Would the Project: 1. Conflict with or obstruct implementation of the ❑ ❑ ❑ applicable air quality plan? 2. Violate any air quality standard or contribute ❑ ® ❑ ❑ substantially to an existing or projected air quality violation? 3. Result in a cumulatively considerable net increase of ❑ ❑ ® ❑ any criteria pollutant for which the Project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions,which exceed quantitative thresholds for ozone precursors)? 4. Expose sensitive receptors to substantial pollutant ❑ ❑ ® ❑ concentrations? 5. Create objectionable odors affecting a substantial ❑ ❑ ® ❑ number of people? PEIR The Initial Study prepared for the Plan determined that the Plan as a whole would not conflict with the Air Quality Management Plan prepared by the South Coast Air Quality Management District(SCAQMD). The PEIR addressed air quality and odor impacts. Air quality construction impacts were evaluated for excavation, sewer installation, and paving activities relative to compliance with criteria pollutant emission thresholds adopted by SCAQMD. The PEIR analyzed three separate phases: excavation, sewer installation, and paving. The PEIR determined that criteria pollutant emissions for any one of the proposed collection system improvements would be below the SCAQMD's significance thresholds; however, several collection system improvements occurring at the same time would result in construction emissions that would exceed SCAQMD's threshold for nitrogen oxides (NOx)which would be a significant impact. Additionally, the PEIR determined that construction activities would produce fugitive dust emissions, resulting in a short-term impact to air quality. The PEIR provided mitigation measures 3.2-1a and 3.2-1 b to reduce NOx emissions, and mitigation measure 3.2-2 to reduce fugitive dust emissions. The PEIR concluded that operational air quality inputs from routine sewer line maintenance activities would be consistent with ongoing OCSD operational activities. Operational impacts would be less than significant. Sensitive receptors would not be significantly impacted as the temporary increase in emissions of criteria air pollutants during construction would not be expected to exceed SCAQMD established air quality thresholds for any one of the proposed collection system improvement projects. Emissions associated with operational activities would be minimal and are not anticipated to result in long-tens operational impacts that conflict with SCAQMD-established air quality standards. 1108640.1 A-8 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist The PEIR determined that the Plan would be expected to create some objectionable odors as a result of sewer line modification, but the impact would be temporary and less than significant. OCSD uses chemical addition to control odor, and the contractor would follow a site-specific odor control plan during construction, which would include monitoring, ventilating, chemical application, material containment limiting atmospheric exposure and activity staging. Checklist Review The analysis below is provided based on an Air Quality and Greenhouse Gas Emissions Technical Report(HELIX Environmental Planning, Inc. [HELIX]2016a), attached herein as Appendix B. Would the Project: 1) Conflict with or obstruct implementation of the applicable air quality plan? No Impact.The Project is located in Orange County within the South Coast Air Basin (SCAB).Air quality in the SCAB, is regulated by the SCAQMD. As a regional agency, the SCAQMD works directly with Southern California Association of Governments (SCAG), county transportation commissions, and local governments, as well as cooperates actively with all federal and state government agencies. The SCAQMD develops rules and regulations; establishes permitting requirements for stationary sources; inspects emissions sources; and enforces such measures through educational programs or fines, when necessary. The SCAQMD is directly responsible for reducing emissions from stationary(area and point), mobile, and indirect sources. It has responded to this requirement by preparing a sequence of Air Quality Management Plans (AQMPs). An AOMP establishes a program of rules and regulations directed at attaining the National Ambient Air Quality Standards and California Ambient Air Quality Standards. The regional plan applicable to the proposed Project is the SCAOMD's AQMP. The two principal criteria for conformance to the AQMP are (1) whether a project would result in an increase in the frequency or severity of existing air quality violations, cause or contribute to new violations, or delay timely attainment of air quality standards and (2)whether a project would exceed the assumptions in the AQMP(SCAQMD 1993). As described under response C.2 below, pollutant emissions from the proposed Project would be less than the SCAQMD thresholds and would not result in a significant impact. Further, the proposed Project does not involve a change to General Plan designations or zoning and, therefore, would not exceed the assumptions in the AQMP. No conflict with the 2012 AQMP would occur with the proposed Project. 2) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? Less Than Significant Impact with Mitigation Incorporated.The Project's construction emissions were estimated using the CaIEEMod model as described in the Air Quality and Greenhouse Gas Emissions Technical Report prepared for the Project (Appendix B). Additional details of phasing, selection of construction equipment, and other input parameters, including CaIEEMod data, are included in Appendix A of the Air Quality and Greenhouse Gas Technical Report. Thresholds of significance for allowable construction and operational air emissions have been established by the SCAQMD and are provided below at the SCAB level and at the localized level (SCAQMD 2015). 1108640.1 A-9 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist Thresholds of Significance for Construction Emissions: SCAB: 75 pounds per day of reactive organic gases(ROG) 100 pounds per day of NOx • 550 pounds per day of carbon monoxide(CO) 150 pounds per day of sulfur oxides (SOx) 150 pounds per day of respirable particulate matter with a diameter of 10 microns or less(PM1e) 55 pounds per day of fine particulate matter with a diameter of 2.5 microns or less(PM2.5) Localized: 81 pounds per day of NOx 485 pounds per day of carbon monoxide(CO) 4 pounds per day of respirable particulate matter with a diameter of 10 microns or less(PM,,) • 3 pounds per day of fine particulate matter with a diameter of 2.5 microns or less(PM2.5) Projects in the SCAB with construction-related emissions that exceed any of the emissions thresholds may be considered to have significant air quality impacts. The results of the calculations for Project construction are shown in Table 1, Maximum Daily Construction Emissions. The model calculations take into account the implementation of PER mitigation measures 3.2-1a, 3.2-1b, and 3.2-2. The data are presented as the maximum anticipated daily emissions for comparison with the SCAQMD mass daily thresholds. Table 1 MAXIMUM DAILY CONSTRUCTION EMISSIONS Phase Pollutant Emissions ounds rda ROG NOx CO SOx PM'. PM2.e Pipeline Installation 7 1 66 1 37 1 <0.50 1 5 1 3 SCAQMD Regoonal Thresholds 75 1 100 1 550 1 150 1 150 55 SI nlNcantlm act? No No No No No No Source:HELIX 2017a As shown in Table 1, emissions of all criteria pollutants related to Project construction would be below the SCAQMD's significance thresholds. Thus, direct impacts from criteria pollutants generated during construction would be less than significant. Ambient Air Quality-Local Significance Thresholds (LSTs1 Local pollutant concentrations were calculated using the SCAQMD LST methodology described in the Air Quality and Greenhouse Gas Emissions Technical Report(HELIX 2017a). The applicable thresholds are taken from the LST tables for a lacre Project site located in SRA 17, Central Orange County, with sensitive receptors within 25 meters (82 feet)of activity. The results of the LST calculations are shown in Table 2, Maximum Daily Local Construction Emissions. 1108640.1 A-10 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist Table 2 MAXIMUM DAILY LOCAL CONSTRUCTION EMISSIONS Pollutant Emissions ounds per day) NO. CO 1`11011d PMze Pi all Installation 63.5 34.7 2.6 2.6 SCAQMD Localized Thresholds 81 485 4 3 Exceed Threshold? No No No No Source:SCAQMD 21XI9(thresholds).CsIEEMod Outputs provided in Appendix A d Me Air Quality and Gmenhouse Gas Emissions Technical Report(HELIX 2017a). As shown in Table 2, emissions of all criteria pollutants related to Project construction would be below the SCAOMD's localized significance thresholds. Thus, localized impacts from criteria pollutants generated during construction would be less than significant. Once the Project is complete, there would be no long-term changes to the operations of the pipeline; therefore, there would be no change to existing emissions. 3) Result in a cumulatively considerable net increase of any criteria pollutant for which the Project region is nonattainment under an applicable federal or state ambient air quality standard (including releasing emissions that exceed quantitative thresholds for ozone precursors)? Less Than Significant Impact. The region is a federal and/or state nonattainment area for PMtu, PM2p, and ozone. The Project would contribute particulates and the ozone precursors volatile organic compounds (VOC) and NOx to the area during short-term Project construction. As shown in Table 1, construction emissions would be less than the SCAQMD CEOA significance thresholds, and as such, regional emissions during construction would not violate any air quality standard or contribute substantially to an existing or projected air quality violation. Therefore, regional construction emissions would not be cumulatively considerable, and the impact would be less than significant. With respect to local impacts, cumulative construction particulate impacts are considered when projects may be within a few hundred yards of each other. No projects have been identified in the vicinity of the Project site that would be under construction concurrently with the proposed Project. Further, as shown in Table 2, local emissions from the proposed Project would be less than the applicable significance thresholds. Therefore, local construction emissions would not be cumulatively considerable, and the impact would be less than significant. Once the Project is complete, there would be no long-term changes to the operations of the pipeline; therefore, there would be no change to existing emissions. 4) Expose sensitive receptors to substantial pollutant concentrations? Less Than Significant Impact. The SCAQMD describes sensitive receptors as residences, schools, day-care centers, playgrounds, medical facilities, or other facilities that may house individuals with health conditions (medical patients or elderly persons/athletes/students/children)that may be adversely affected by changes in air quality. Impacts to sensitive receptors are typically analyzed for construction period criteria pollutants, operational period CO hot spots, and exposure to toxic air contaminants (TACs). An analysis of the Projects potential to expose sensitive receptors to these pollutants is provided below. Criteria Pollutants from On-Site Construction As shown in Table 2, above, Project construction emissions would be below the SCAOMD's LSTs. The Project,therefore,would not expose sensitive receptors, which would be mostly residences located within 25 meters of the Project construction activities, to emissions that would exceed the ambient air quality standards. 1108640.1 A-11 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist Carbon Monoxide Hot Soots A CO hot spot is an area of localized CO pollution caused by severe vehicle congestion on major roadways, typically near intersections. A quantitative screening is required in two instances: (1)if a project increases the average delay at signalized intersections operating at Level of Service (LOS)E or F; or (2) if a project causes an intersection that would operate at LOS D or better without the project to operate at LOS E or F with the project. The Project would not result in a permanent increase in daily trips. Thus, the Project would neither cause new severe congestion nor significantly worsen existing congestion. Temporary delays may occur in the immediate vicinity of lane closures; however, these delays would be limited to the construction period and would cease upon Project construction. Further, lane closures would move along the alignment during Project construction and would not result in delays at the same location for an extended period. Based on these factors, the potential for a CO hot spot or exposure of sensitive receptors to substantial, Project-generated, local CO emissions is low and the impact would be less than significant. Exposure to TACs Construction activities would result in short-term, Project-generated emissions of diesel particulate matter from the exhaust of off-road, heavy-duty diesel equipment. The risks estimated for a maximally exposed individual are higher if a fixed exposure occurs over a longer time period. According to the SCAQMD, health risk assessments, which determine the exposure of sensitive receptors to TAC emissions, should be based on a 70-year exposure; however, such assessments should be limited to the period/duration of activities associated with the Project. There would be relatively few pieces of off-road, heavy-duty diesel equipment in operation, and the construction period would be relatively short, especially when compared to 70 years. Combined with the highly dispersive properties of diesel particulates and additional reductions in exhaust emissions from improved equipment, construction-related emissions would not expose sensitive receptors to substantial emissions of TACs. In terms of long-term operations, the proposed Project does not include any new sources of TACs and therefore,would not generate substantial emissions of TACs. Short-term and long-term impacts associated with substantial pollutant concentrations would be less than significant. 5) Create objectionable odors affecting a substantial number of people? Less Than Significant Impact. Project construction equipment and activities could generate odors. Primary construction odor sources include diesel exhaust emissions from equipment operating on site. There may be situations where construction activity odors would be noticeable by nearby residents, but these odors would not be unfamiliar or necessarily objectionable. In addition, odors could be temporarily emitted from the open pipelines during construction. The odors would be temporary and would dissipate rapidly from the source with an increase in distance. Therefore, the impacts would be short-term, would not be objectionable to a substantial number of people, and would be less than significant. The existing NHP trunk sewer does not have a permanent odor control facility and it has been confirmed that odor has not been an issue. During the design phase, odor samplings on the existing NHP trunk sewer would be collected. The requirements of OCSD's 2009 Facilities Master Plan for sulfide odors would be incorporated into the 24-hour liquid phase and the bi-weekly vapor phase sampling events. For the Project, two 24-hour liquid phase and two vapor phase sampling events would occur and the results would be used to design odor measures during construction. Current design of the sealed manholes and gas flaps would also be utilized to address potential future long term odor problems. Due to the odor control measures incorporated into the Project design, impacts would be less than significant, consistent with the conclusions of the PER. 1108640.1 A-12 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist Mitigation Measures The PER identified potentially significant impacts associated with the emission of NOx and fugitive dust. The PER provided mitigation measures 3.2-1a and 3.2-1b to reduce NOx emissions, and mitigation measure 3.2-2 to reduce fugitive dust emissions.These mitigation measures from the PER would also be applicable to the proposed Project, and include the following: PER Mitigation Measure 3.2-1a: Contractors will maintain equipment engines in proper tune and operate construction equipment so as to minimize exhaust emissions. PER Mitigation Measure 3.2.1b: During construction, trucks and vehicles in loading or unloading queues will keep engines off,when not in use, to reduce vehicle emissions. PER Mitigation Measure 3.2.2: Contractors will reduce fugitive dust emissions through implementation of the following dust control measures: • Cover all trucks hauling soil,sand, or other loose materials. • Apply water as necessary on all unpaved access roads, parking areas, and staging areas at construction sites. • Sweep all paved access roads, parking areas, and staging areas at construction sites with water sweepers. • Water or apply nontoxic soil stabilizers to exposed soil stockpiles or areas disturbed by construction activities which produce dust. • Limit traffic speeds on unpaved roads to 15 mph. New Environmental Effects No new environmental effects and no increases in the severity of previously identified significant effects related to air quality would occur. 1108640.1 A-13 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist D. Biological Resources Significance Criteria Potentially Less Than Less Than Resource category/Significance Criteria Significant SlgnklcarH wkh Significant No Impact Im act Nkigadon Im ct p Incorporated Pa Would the Project: 1. Have a substantial adverse effect, either directly or ❑ ® ❑ ❑ through habitat modifications,on any species identified as a candidate, sensitive, or special status species in local or regional plans,policies or regulations,or by the California Department of Fish and Wildlife(CDFW) or U.S.Fish and Wildlife Service(USFWS)? 2. Have a substantial adverse effect on any riparian ❑ ❑ ❑ habitat or other sensitive natural community identified in local or regional plans, policies, regulations,or by the CDFW or USFWS? 3. Have a substantial adverse effect on federally ❑ ❑ ❑ protected wetlands as defined by Section 404 of the Clean Water Act(including,but not limited to, marsh, vernal pool,coastal,etc.)through direct removal, filling,hydrological interruption, or other means? 4. Interfere substantially with the movement of any native ❑ ❑ ® ❑ resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors,or impede the use of native wildlife nursery sites? 5. Conflict with any local policies or ordinances protecting ❑ ❑ ❑ biological resources,such as a tree preservation policy or ordinance? 6. Conflict with provisions of an adopted Habitat ❑ ❑ ❑ Conservation Plan, Natural Community Conservation Plan,or other approved local,regional,or stale habitat conservation plan? PEIR The PEIR evaluated biological resources within Orange County and the OCSD service area, noting that the service area is comprised of predominantly densely urbanized, residential, commercial, and industrial developments. Potential impacts to biological resources would be largely limited to areas of naturalized habitat and tidal estuarine communities which are associated with several of the Plan projects. The PEIR identified potentially significant impacts to: special-status biological resources; aquatic fisheries from construction runoff; and jurisdictional areas, including wetlands. PEIR mitigation measure 3.3-1 reduces impacts to biological resources to a less than significant level. Checklist Review The analysis below is based on a Biological Resources Letter Report for the Newhope-Placentia Trunk Sewer Replacement Project(HELIX 2017b), attached herein as Appendix C. 1108640.1 A-14 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist Would the Project: 1) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Wildlife (CDFW) or U.S. Fish and Wildlife Service(USFWS)? Less Than Significant with Mitigation Incorporated. Nesting birds have potential to occur in the Project area. No other special-status plant or animal species have the potential to occur within the Project site due to lack of suitable habitat, inappropriate soil conditions, inappropriate elevations, existing disturbances, prevalence of non-native plant species, local and regional isolation of the site, highly urbanized areas associated with much of the site,which also completely surround the site, adjacency with existing developments, and past and ongoing disturbances, including noise, lighting, and pedestrian use. Nestina Birds Areas within and adjacent to the Project alignment contain trees, shrubs, and other vegetation that were surveyed in June 2016 by a HELIX biologist and determined to have a low liklihood of birds nesting within the study area due to lack of suitable habitat, increased noise levels, and other disturbances ocurring within an urban environment. Construction of the proposed Project could result in noise levels exceeding a 60 decibel hourly average during the general bird nesting season (February through August); however, due to the existing noise levels in the area, direct impacts to nests and/or nesting birds could occur if trees or shrubs require removal during construction during the bird nesting season and, therefore, could result in impacts to nesting birds in violation of the MBTA and CFG Code. Implementation of PER mitigation measure 3.3-1 would ensure impacts would remain less than significant. 2) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies,and regulations or by the CDFW or USFWS? No Impact. The proposed Project would impact urban/developed land and disturbed habitat. Neither community is considered sensitive, nor do these communities provide habitat for any special-status species. The Project would not impact sensitive natural communities, nor would it result in the removal of trees and shrubs. 3) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? No Impact. The Project is located wtihin developed areas and within existing collection system rights-of- way and does not contain any known federally proected wetlands. As such, impacts on wetlands as a result of implementation of the Project would not occur. 4) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? Less Than Significant Impact. No wildlife corridors or linkages occur on or in the immediate vicinity of the site. The Project site does not support habitat that would contribute substantially to the assembly and function of any local or regional wildlife corridors or linkages. The Project site is primarily on urban/developed land, and is surrounded on all sides by highly urbanized land. It is locally and regionally isolated and separated from undeveloped land by expansive development. The habitat that exists is relatively low in quality and is disconnected and isolated from better quality habitat in the local and regional area. Impacts to wildlife movement and nursery sites would be less than significant and no mitigation is required. 1108640.1 A-15 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Inilial Study Checklist 5) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? No Impact. The Project would not conflict with any local policies or ordinances protecting biological resources. The Project would not conflict with any Orange County policies or ordinances. The Project would not conflict with any City of Anaheim policies or ordinances and no impact would occur. 6) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan,or other approved local, regional, or state habitat conservation plan? No Impact. The Project site is not located within the boundaries, nor does it occur within a city that is a signatory of any adopted Habitat Conservation Plan, Natural Conservation Community Plan, or other approved local, regional, or state habitat conservation plan. The Project would not conflict with such plans and no impact would occur. Mitigation Measures The PER contains the following mitigation measure related to special status nesting bird impacts: PER Mitigation Measure 3.3.1: Evaluation of impacts to special-status plants, birds, mammals, and amphibians and reptiles will occur at the Project level. Specifically, all areas of natural habitat within the footprint of proposed construction activities with potential to support special-status biological resources will be surveyed according to standard protocol. Where special-status biological resources are identified within the Project footprint, appropriate avoidance, minimization, and mitigation measures will be implemented. Depending on the special-status biological resources present, measures could include the following: Where special-status nesting birds are identified within the Project footprint, the following avoidance, minimization, and mitigation measures will be implemented: • Project design will be evaluated to determine if a 500-foot minimum exclusionary zone can be established around active bird nests: where feasible, this will be implemented, and construction activities will be relocated or modified to avoid impact. • If nesting birds or active nest sites cannot be avoided, construction will be timed to avoid the active nesting season (February to August), and construction activities will not commence in the vicinity of nests until young have fledged. New Environmental Effects No new environmental effects would occur. 1108640.1 A-16 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist E. Cultural Resources Significance Criteria Potentially Less Than Less Than Resource Category I Significance Criteria Significant Slgnfilcatnwkh Significant No Impact Im act Mitigation Im ct p Incorporated Pa Would the Project: 1. Cause a substantial adverse change in the ❑ ❑ ❑ significance of a historical resource as defined in §15064.5? 2. Cause a substantial adverse change in the ❑ ® ❑ ❑ significance of an archaeological resource pursuant to §15064.5? 3. Directly or indirectly destroy a unique paleontological ❑ ❑ ❑ resource or site or unique geologic feature of paleontological or cultural value? 4. Disturb any human remains, including those interred ❑ ® ❑ ❑ outside of formal cemeteries? PEIR The PEIR provided an overview of archaeological and paleontological resources within Orange County and the OCSD service area. Four general areas of archaeological sensitivity and five general areas of paleontological sensitivity were identified within the OCSD service area. For Plan projects within these sensitive areas, the PEIR recommended mitigation measures requiring additional resource investigations during preliminary design and procedures to follow if resources are encountered during excavation, cultural resources discovery training, avoidance if resources are found, and notification of the county coroner in the event human remains are found (mitigation measures 3.4-2a, 3.4-2b, and 3.4-2c). Checklist Review The analysis below is provided based on a Newhope-Placentia Trunk Sewer Replacement Project - Cultural Resources Study(HELIX 2017c), attached as Appendix D. Would the Project: 1) Cause a substantial adverse change in the significance of a historical resource as defined in Section 15064.5? No Impact. The Project is outside of identified historic districts in the City of Anaheim. A total of 44 cultural resources studies have been conducted within % mile of the Project area, including five that cover portions of the Project area itself. Two of these are reports of linear studies associated with transmission and fiber optic lines, one addresses cultural resources for OCSD projects, and two reports were for roadway improvements at intersections on State College Boulevard. Six cultural resources have been recorded within %2 mile of the Project. All of the resources are historic structures. One resource, the Atchison, Topeka, and Santa Fe Railway tracks, cross the Project alignment. Project implementation would occur by utilizing trenchless technology to pass under the tracks and avoid modifications to them. None of the other resources are within the Project area. One resource is adjacent to the Project alignment: P-30-177073, a transmission tower. One resource, the Melrose Abbey Mausoleum, is significant and eligible for the National Register of Historic Places (NRHP), but is well outside the Project 1108640.1 A-17 2-72B Newhope-Placentia Trunk Sewer Replacement Ap x ndiz A—Initial Study Checklist area and on the west side of 1-5. All excavation and trenching for the Project would be within existing streets; there will be no impacts to standing structures. Based on this,the Project would have no effect on historic properties and no impact would occur. 2) Cause a substantial adverse change in the significance of an archaeological resource pursuant to Section 15064.5? Less Than Significant with Mitigation Incorporated. Eight general areas of sensitivity for prehistoric archaeological resources have been mapped for Orange County; the Project area is outside these sensitive areas.As discussed in response EA above, of the 44 cultural resource studies conducted within mile of the Project area, including five that cover portions of the Project area, six resources were recorded, all of which were historic. No archaeological resources were identified as occurring within the Project area based on the records search. No evidence of archaeological resources was identified during a field survey of the developed Project alignment and staging area. The Gabrieleno Band of Mission Indians/Kizh (Kit'c) Nation recommended that a Native American monitor be present for all ground- disturbing activity, due to the cultural importance of this area to the Gabrieleno (Gabrieleno/Gabrielino)/Tongva people. Although the Project area has been subject to a great deal of past disturbance, which lessens the potential for intact cultural resources, based on the alluvial setting and the history of flooding in this Project vicinity, there is potential for unknown subsurface cultural resources to be impacted during Project construction. Implementation of PEIR mitigation measures 3.4-2a, 3.4-2b, and 3.4-2c below would ensure that impacts to archaeolgoical resources would be reduced to less than significant levels. 3) Directly or indirectly destroy a unique paleontological resource on site or unique geologic feature? No Impact. Based on Figure 3-3 from the PEIR, the Project alignment is not located within or directly adjacent to areas of paleontolgoical sensitivity. No impact would occur. 4) Disturb any human remains, including those interred outside of formal cemeteries? Less Than Significant with Mitigation Incorporated. No human remains are anticipated to be discovered during Project construction. However, the discovery of unanticipated human remains would be a potentially significant impact. Compliance with Health and Safety Code Section 7050.5, CEOA Guidelines Section 15064.5(e), Public Resources Code Section 5097.98, and PEIR mitigation measure 3.4-2c below would ensure that impacts associated with human remains would be less than significant. Mitigation Measures Mitigation measures from the PEIR that would reduce impacts associated with archaeological resources and the discovery of human remains would also be applicable to the proposed Project, and include the following: PEIR Mitigation Measure 3.4.2a: Subsurface construction has the potential for exposing significant subsurface cultural resources. Due to the likelihood of encountering cultural resources, the Sanitation District will implement the following prior to commencement of construction activities: Prior to construction, contractors, and Sanitation District staff will receive an archaeological orientation from a professional archaeologist regarding the types of resources that could be uncovered during construction activities and the identification of these resources. The orientation also will cover procedures to follow in the case of any archaeological discovery. PEIR Mitigation Measure 3.4.2b: If cultural resources are encountered at any time during Project excavation, construction personnel will avoid altering these materials and their context until a qualified archaeologist has evaluated the situation. Project personnel will not collect or retain cultural resources. Prehistoric resources include, but are not limited to, chart or obsidian Flakes, projectile points, mortars and 1108640.1 A-18 2-72B Newhope-Placentia Trunk Sewer Replacement Ap"rdiz A—Initial Study Checklist pestles, dark friable soil containing shell and bone, dietary debris, heat-affected rock, or human burials. Historic resources include stone or adobe foundations or walls; structures and remains with square nails, and refuse deposits(glass, metal,wood, ceramics)often found in old wells and privies. PER Mitigation Measure 3.4-2c: In the event accidental discovery or recognition of any human remains, the County Coroner will be notified immediately, and construction activities will be halted. If the remains are found to be Native American, the Native American Heritage Commission will be notified within 24 hours. Guidelines of the Native American Heritage Commission will be adhered to in the treatment and disposition of the remains. New Environmental Effects No new environmental effects would occur. 1108640.1 A-19 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist F. Geology and Soils Significance Criteria Potentially Less Than Less Than Resource category/Significance Criteria Significant SlgnfflcarH with Significant No Impact Impact Mitigation Impact p Incorporated Would the Project: 1. Expose people or structures to potential substantial adverse effects, including the risk of loss,injury,or death involving: a. Rupture of a known earthquake fault,as ❑ ❑ ❑ E delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault?Refer to Division of Mines and Geology Special Publicabon 42. b. Strong seismic ground shaking? ❑ ❑ E ❑ c. Seismic-related ground failure,including ❑ ❑ E ❑ liquefaction? d. Landslides? ❑ ❑ ❑ E 2. Result in substantial soil erosion,siltation,changes in ❑ ❑ E ❑ topography and the loss of topsoil or unstable soil conditions from excavation,grading or fill? 3. Be located on a geologic unit or soil that is unstable,or ❑ ® ❑ ❑ that would become unstable as a result of the Project, and potentially result in on-or off-site landslide,lateral spreading,subsidence,liquefaction or collapse? 4. Be located on expansive soil,as defined in Table 16-1 ❑ ❑ E ❑ of the Uniform Building Code(2001),creafing substantial risks to life or property? 5. Have soils incapable of adequately supporting the use ❑ ❑ ❑ E of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of wastewater? PER The PER addressed issues associated with seismicity and ground shaking, liquefaction and settlement. It was noted that impacts would be less than significant if pipeline design and construction are in accordance with current engineering practices, including California Building Code, OCSD specifications and requirements, and all applicable seismic engineering guidelines. To assure that these requirements are incorporated, they were included in the PER as mitigation measures. Furthermore, the PER indicated that pipeline rehabilitation would be likely to improve the seismic reliability of the existing pipelines. 1108640.1 A-20 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist Checklist Review The analysis below is provided based on Technical Memorandum 4, Preliminary Geotechnical Evaluation, Newhope-Placentia Trunk Sewer Replacement(Ninyo&Moore 2016). Would the Project: 1) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: a) Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? No Impact. The proposed Project is at risk for seismic events due to its location within southern California. However, the proposed Project would not traverse any known faults as delineated on the Alquist-Priolo Earthquake Fault Zoning Map nor would it be located within an Earthquake Fault Zone. The nearest active faults are the Puente Hills Fault, located approximately 3.7 miles north of the Project alignment and the Whittier fault, located approximately 7.5 miles north from the center of the Project site. The Project alignment is not within a currently established Alquist- Priolo Earthquake Fault Zone for surface fault rupture hazards. Additionally, no faults have been geologically mapped on or in the immediate vicinity of the Project alignment. The potential for ground rupture due to faulting is considered to be low.As such, no impact associated with rupture of a known earthquake fault is anticipated. b) Strong seismic ground shaking? Less Than Significant Impact. The proposed Project is located in seismically active southern California, and is likely to be subjected to moderate to strong seismic ground shaking. Seismic shaking at the site could be generated by events on any number of known active and potentially active faults in the region.An earthquake along any of the known active fault zones could result in severe ground shaking and consequently that could potentially result in significant impacts to the proposed sewer line, including the rupture or severing of the pipeline (depending on factors such as event duration, motion frequency, and underlying soil/geologic conditions). The Project design, however, would incorporate measures to accommodate projected seismic loading, pursuant to existing guidelines such as the "Greenbook" Standard Specifications for Public Works Construction (Greenbook Committee of Public Works Standards, Inc. 2012),and the International Building Code (IBC; International Conference of Building Officials 2012). In addition, the Project design would follow guidelines within the California Building Code (CBC; California Code of Regulations, Title 24, Part 2). Based on the incorporation of applicable measures into Project design and construction, the potential impacts associated with strong seismic ground shaking would be less than significant. c) Seismic-related ground failure, including liquefaction? Less Than Significant Impact.The potential for seismic-related ground failure is associated with the probability of severe ground shaking as a result of an earthquake or a nearby active fault. There are no known active faults crossing the Project alignment and the potential for ground rupture due to faulting is considered low. Liquefaction is the phenomenon where saturated granular soils develop high pore water pressures during seismic shaking and behave like a heavy Fluid. This phenomenon generally occurs in areas of high seismicity where groundwater is shallow and loose granular soils or hydraulic fill soils subject to liquefaction are present. For liquefaction to develop, loose granular sediments below the groundwater table must be present and shaking of sufficient magnitude and 1108640.1 A-21 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—hilial Study Checklist duration must occur. The proposed Project alignment is not located in an area that is subject to liquefaction during a seismic event. The water table is more than 63 feet below the ground surface in the Project area, and is historically at depths of 50 feet. The potential for liquefaction from saturated cohesionless soil is very low. Impacts associated with liquefaction would be less than significant. d) Landslides? No Impact. The Project alignment occurs within a road right-of-way and does not include, and is not immediately adjacent to steep slopes. Accordingly, no impacts associated with landslides would occur. 2) Result insubstantial soil erosion or the loss of topsoil? Less Than Significant Impact. Short-term erosion and sedimentation impacts would be addressed through conformance with related National Pollutant Discharge Elimination System (NPDES) standards, the NPDES Construction General Permit, and applicable Municipal Separate Storm Sewer System (MS4) requirements. Specifically, this would entail implementing appropriate measures to comply with requirements identified in the NPDES Construction Geneml Permit. Conformance with the noted NPDES standards is required prior to development of applicable sites exceeding one acre, and typically includes measures such as implementing an approved Stormwater Pollution Prevention Plan (SWPPP), an associated Construction Site Monitoring Program (CSMP), employee training, and minimum BMPS. Specific requirements for the proposed Project under the NPDES Construction General Permit would be determined during SWPPP development, after completion of Project plans and application submittal to the SWRCB. Typical erosion and sediment control measures that may be required in the Project SWPPP include the following: (1) seasonal grading restrictions during the rainy season (October 1 to April 30) for applicable areas; (2)preparation and implementation of a CSMP; (3) use of erosion control/stabilizing measures such as geotextiles, mats, fiber rolls, or soil binders; (4)use of sediment controls to protect the site perimeter and prevent off-site sediment transport, including measures such as silt fencing, fiber rolls, gravel bags, temporary sediment basins, street sweeping, stabilized construction access points and sediment stockpiles, and use of property fitted covers for sediment transport vehicles; (5)compliance with local dust control measures, and (6)implementation of additional BMPs as necessary to ensure adequate erosion/sediment control and regulatory conformance. Based on implementation of appropriate erosion and sediment control BMPs as part of, and in conformance with, the Project SWPPP and related NPDES requirements, associated potential erosion and sedimentation impacts would be avoided or reduced below a level of significance. Erosion and sedimentation BMPs implemented for the proposed Project would be further defined during the NPDES permiVSWPPP process, with the resulting measures taking priority over the more general types of industry standard measures listed above. Erosion and sedimentation are not considered to be significant long-term concerns for the proposed Project, as all affected areas would be returned to its current condition (roadway) following construction. Impacts would be less than significant. 3) Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the Project, and potentially result in on-or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? Less Than Significant with Mitigation Incorporated. Evaluation of liquefaction and landslides is provided in responses F.1(c) and (d). The proposed Project would be designed and constructed in conformance with the Uniform Building Code (UBC) and CBC seismic engineering standards (UBC 1997 and CBC 2001, respectively) and other applicable building codes. Backfll would be placed to meet 1108640.1 A-22 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist standard engineering design requirements and local grading practices. PER mitigation measures 3.5-1 and 3.5-2 would be implemented. Impacts due to an unstable geologic unit or soil, including on-or offsite landslides, lateral spreading, subsidence, liquefaction, or collapse would be less than significant after mitigation. 4) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or property? Less Than Significant Impact. Section 1803.2 of the Uniform Building Code pertains to foundations and requires special design considerations for structures resting on soils with an expansion index greater than 20, as defined by Table 18-1-B of the UBC. The proposed Project would be to an existing system and would be designed in compliance with requirements of governing jurisdictions and applicable building codes. The proposed Project would not result in a significant adverse impact from expansive soils, as defined in Table 18-1-B of the UBC, creating substantial risk to life or property. As such, impacts to the stability of geologic units or soils would be less than significant. 5) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? No Impact. No septic tanks or alternative wastewater disposal systems would be installed as part of the proposed Project. The proposed Project would not result in impacts related to septic tanks or alternative wastewater disposal systems. No impacts due to the use of septic tanks would occur. Mitigation Measures Mitigation measures from the PER that would be applicable to the proposed Project include the following: PER Mitigation Measure 3.5-1: The Sanitation District will design and construct new facilities in accordance with the Sanitation District standards and/or applicable building codes. PER Mitigation Measure 3.5-2: Soil surveys will be conducted to determine the liquefaction potential along the routes for the improvements to the collection system. Pipelines will be installed within consolidated, engineered backfll. New Environmental Effects No new environmental effects would occur. 1108640.1 A-23 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist G. Greenhouse Gas Emissions Significance Criteria Potentially Less Than Significant with Less Than Resource category Significance Criteria Significant Mitigation Significant No Impact Impact Incorporated Impact Would the Project: 1. Generate greenhouse gas(GHG)emissions,either ❑ ❑ ® ❑ directly or indirectly,that may have a significant impact on the environment? 2. Conflict with any applicable plan, policy or regulation of ❑ ❑ ❑ an agency adopted for the purpose of reducing the emissions of GHGs? PEIR In March 2010, the CEQA guidelines were revised to include the analysis of GHG emissions. GHG analysis was not required at the time of preparation of the PEIR and, therefore, is not included as part of the 2007 PEIR. Checklist Review The analysis below is provided based on an Air Quality and Greenhouse Gas Emissions Technical Report(HELIX 2017a), attached as Appendix B. Would the Project: 1) Generate GHG emissions, either directly or indirectly, that may have a significant impact on the environment? Less Than Significant Impact. Global climate change refers to changes in average climatic conditions on Earth as a whole, including temperature, wind patterns, precipitation, and storms. Global temperatures are moderated by naturally occurring atmospheric gases, including water vapor, carbon dioxide (CO,), methane (CHa), nitrous oxide (N20), ozone, and certain hydro-fluorocarbons. These gases, known as GHGs, allow solar radiation (sunlight) into the Earth's atmosphere, but prevent radiative heat from escaping, thus warming the Earth's atmosphere. GHGs are emitted by both natural processes and human activities. The accumulation of GHGs in the atmosphere regulates the Earth's temperature. Emissions of GHGs in excess of natural ambient concentrations are thought to be responsible for the enhancement of the greenhouse effect and contributing to what is termed "global warming," the trend of warming of the Earth's climate from anthropogenic activities. Global climate change impacts are by nature cumulative; direct impacts cannot be evaluated because the impacts themselves are global rather than localized impacts. The effect each GHG has on climate change is measured as a combination of the volume of its emissions and its global warming potential. The global warming potential is the potential of a gas or aerosol to trap heat in the atmosphere, and is expressed as a function of how much warming would be caused by the same mass Of CO2. For instance, CHa has a global warming potential of 21, meaning that 1 gram of CHa traps the same amount of heat as 21 grams of CO2. There are no established federal, state, or local quantitative thresholds applicable to the Project to determine the quantity of GHG emissions that may have a significant effect on the environment. 1108640.1 A-24 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A-Initial Study Checklist California Air Resources Board (CARB), the SCAQMD, and various cities and agencies have proposed, or adopted on an interim basis, thresholds of significance or screening threshold levels that require the implementation of GHG emission reduction measures. Because the Project is not a residential or commercial land use development Project, the SCAQMD adopted interim screening threshold of 10,000 metric tons (MT)carbon dioxide equivalents (CO2e)for industrial projects is being used for project consistency with CEQA(SCAQMD 2008a). Emissions of GHGs related to the construction of the Project would be temporary. As shown in Table 3, Estimated Construction GHG Emissions,total GHG emissions associated with construction are estimated at 1,650 MT of CO2e. Table 3 ESTIMATED CONSTRUCTION GHG EMISSIONS Source Emissions MT COre Alignment Installation 1,650 TOTAL 1,650 Amortized Construction Emissions 55 Soume:HELIX 2017a The total presented is the sum of the unhounded values. ' CAnendlon emissions am amodlzed over W years In a000rdanoa whin SCAQMD guldanm. Because GHG emission reduction measures for construction equipment are relatively limited, SCAQMD, in its Draft Guidance Document - Interim CEQA GHG Significance Thresholds, recommends that construction emissions be amortized over a 30-year Project lifetime and considered to be an element of operational emissions (SCAQMD 2008). The proposed construction activities, therefore, would contribute 55 MT CO2e emissions per year. Once the Project is complete, there would be no long-term changes to the operations of the pipeline; therefore, there would be no change to existing emissions. As described above, construction emissions are amortized over a 30-year period and added to operational emissions. As shown in Table 4, Estimated Total Annual GHG Emissions, with consideration of amortized construction emissions, the total annual estimated GHG emissions for the proposed Project are 55 MT CO2e per year. This value is less than the SCAQMD adopted interim threshold of 10,000 MT CO2e per year for industrial projects that is being applied to this analysis. Therefore, there would be no direct Project GHG emissions impact and any impact would be considered on a cumulative basis. Because the proposed Project's GHG emissions would be less than adopted thresholds, the emissions would not be cumulatively considerable.Therefore, the proposed Project's GHG emissions would result in a less than significant impact. Table 4 ESTIMATED TOTAL ANNUAL GHG EMISSIONS Source Emissions MT COae Amortized Construction Table 3 55 TOTAL 55 SCAQMD Threshold CEQA 10,000 Significant Impact? No source:HELIX 2017a 2) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of GHGs? No Impact. As discussed in response G.1 above, the proposed Project would result in negligible GHG emissions. The proposed Project would not result in emissions that would adversely affect state-wide 1108640.1 A-25 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist attainment of GHG emission reduction goals as described in Executive Order 5-21-09 and Assembly Bill 32, which established GHG emissions targets for the state for years 2010, 2020, and 2050, and established a comprehensive program to reduce GHGs, respectively. Construction emissions would therefore have a less than cumulatively considerable contribution to global climate change impacts, and the Project would not conflict with an applicable plan, policy, or regulation adopted for the purpose of reducing GHG emissions. No impact would occur. Mitigation Measures The proposed Project would not result in a significant adverse impact to GHGs. No mitigation measures are proposed. New Environmental Effects No new environmental effects would occur. 1108640.1 A-26 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist H. Hazards and Hazardous Materials Significance Criteria Potentially Less Than Less Than Resource Category I Significance Criteria Significant SlgnHlcantwkh Significant No Impact Im act Mitigation Impact p Incorporated Pa Would the Project: 1. Create a significant hazard to the public or the ❑ ® ❑ ❑ environment through the routine transport, use,or disposal of hazardous materials? 2. Create a significant hazard to the public,or the ❑ ® ❑ ❑ environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment or risk explosion? 3. Emit hazardous emissions or handle hazardous or ❑ ® ❑ ❑ acutely hazardous materials,substances,or waste within one-quarter mile of an existing or proposed school? 4. Be located on a site which is included on a list of ❑ ® ❑ ❑ hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? 5. For a project located within an airport land use plan or, ❑ ❑ ❑ where such a plan has not been adopted,within 2 miles of a public airport,would the Project result in a safety hazard for people residing or working in the Project area? 6. For a project within the vicinity of a private airstrip, ❑ ❑ ❑ would the Project result in a safety hazard for people residing or working in the Project area? 7. Impair implementation of or physically interfere with an ❑ ® ❑ ❑ adopted emergency response plan or emergency evacuation plan? 8. Expose people or structures to significant risk of loss, ❑ ❑ ❑ injury or death involving wild land fires,including where wild lands are adjacent to urbanized areas or where residences are intermixed with wild lands? PER The PER recognized that operation of the collection system improvements would include use of hazardous materials for odor and corrosion control. Accordingly, the PER addressed hazards associated with the transportation, storage, accidental spill, and improper disposal of hazardous materials. The risk of encountering areas of contamination during excavation activities was also addressed. The PER identified potentially significant impacts associated with the transportation, storage, accidental release, and improper disposal of hazardous materials. The PER also identified potentially significant impacts associated with improperly abandoned oil wells and construction activities encountering areas of 1108640.1 A-27 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist contamination.All hazards and hazardous materials impacts identified in the PEIR would be reduced to a less than significant level with implementation of mitigation measures 3.6-1 through 3.6-4 and 3.6-6. Checklist Review Would the Project: 1) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? Less Than Significant with Mitigation Incorporated. During the Project construction period, hazardous substances used to maintain and operate construction equipment, pumps, and generators (such as fuel, lubricants, adhesives, solvents, and asphalt) would be present. The use or generation of such construction-related hazardous materials could potentially result in significant impacts through accidental discharge associated with use, storage, operation, and maintenance activities. The transport, use, and disposal of hazardous materials would be conducted in accordance with applicable federal and State laws. PEIR Mitigation measures 3.6-1 through 3.6-4 would be implemented to ensure impacts due to the routine transport, use,or disposal of hazardous materials would be less than significant after mitigation. 2) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? Less Than Significant with Mitigation Incorporated. Refer to response H.1. The proposed Project could generate hazardous materials. Mitigation measures 3.6-1 through 3.6-4 would be implemented. Impacts due to reasonably foreseeable upset and accident conditions would be less than significant after mitigation. 3) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? Less Than Significant with Mitigation Incorporated. Refer to response H.1. Construction and operation of the proposed Project could potentially emit hazardous emissions, or handle hazardous or acutely hazardous materials or waste within one-quarter mile of an existing or proposed school. Mitigation measures 3.6-1 through 3.6-4 would be implemented to reduce impacts associated with hazardous materials, substances, or waste to a less than significant level. Impacts of hazardous emissions and materials to schools would be less than significant after mitigation. 4) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? Less Than Significant with Mitigation Incorporated. The proposed Project alignment along State College Boulevard is adjacent to 30 facilities known on regulatory agencies' databases which have been impacted by petroleum hydrocarbons or chlorinated solvents. Most facilities have received regulatory agency closure, though potential to encounter low levels of contamination from these sites during construction is possible. Mitigation measure 3.6-6 would be implemented to reduce impacts associated with hazardous materials sites to a less than significant level. Impacts related to hazards to the public or the environment due to the Project's alignment adjacent to hazardous materials sites would be less than significant after mitigation. 1108640.1 A-28 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist 5) For a Project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the Project result in a safety hazard for people residing or working in the Project area? No Impact. The proposed Project would have no safety hazard impacts on people associated with activities within an airport land use plan. The nearest airport, Fullerton Municipal Airport, is five miles northwest of the proposed Project. No impacts to safety hazards relating to proximity to a public airport would occur. 6) For a project within the vicinity of a private airstrip, would the Project result in a safety hazard for people residing or working in the Project area? No Impact.There are no private airstrips in the Project vicinity.As such,the proposed Project would have no safety hazard impacts on people associated with activities within the vicinity of a private airstrip. 7) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? Less Than Significant with Mitigation Incorporated. Construction of the proposed Project within existing collection system rights-of-way could encroach on traffic lanes along arterial roadways and could hinder emergency evacuation. The City of Anaheim General Plan does not identify evacuation routes in the City, however because State College Boulevard is listed as a Primary and Major Arterial within the City of Anaheim, it is reasonable to assume that it would serve as a de facto evacuation route should a situation arise where it were needed. Construction activities would require lane closures along State College Boulevard, in segments of varying length. PER mitigation measures 3.8-2, 3.8-3, 3.11-1, and 3.11-2 would be implemented. Impacts to emergency response or evacuation plans would be less than significant after mitigation. 8) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? No Impact. The proposed Project would occur within developed areas and within existing collection system rights-of-way. The proposed Project is not anticipated to have an adverse impact related to the exposure of people or structures to a significant risk of loss, injury, or death involving wildland fires. Mitigation Measures Mitigation measures from the PER that would be applicable to the proposed Project include the following: PER Mitigation Measure 3.6.1: Transportation of hazardous materials will be in accordance with all federal, state, and local regulations. PER Mitigation Measure 3.6.2: Prior to storage of hazardous materials, a Hazardous Materials Inventory and Business Emergency Plan will be filed with the Orange County Fire Authority. PER Mitigation Measure 3.6.3: In the event of an accidental spill, containment and cleanup will occur in conformance with the spill response and waste disposal procedures identified in the Material Safety Data Sheets and in the Business Emergency Plan. PER Mitigation Measure 3.6.4: Disposal of hazardous waste generated as part of construction or operation activities will occur at a properly permitted facility in accordance with federal and state laws. 1108640.1 A-29 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist PEIR Mitigation Measure 3.6-5a: Prior to construction, the Sanitation District will identify existing and abandoned oil production wells within the project area using California Department of Conservation, California Department of Conservation, Division of Oil, Gas, and Geothermal Resources (DOGGR), District 1 well location maps. Access to identified non-abandoned oil wells will be maintained. Previously abandoned wells identified beneath proposed structures or utility corridors may need to be plugged to current DOGGR specifications including adequate gas venting systems. PEIR Mitigation Measure 3.65b: Should construction activities uncover previously unidentified oil production wells, the DOGGR will be notified, and the well will be abandoned following DOGGR specifications for well abandonment. PEIR Mitigation Measure 3.65: During Project design, a database screening would be completed for listing of all known contamination sites, including contamination associated with leaking underground storage tanks. Additionally, soils sampling would be completed for the presence of TRPH, volatile organics, and metals. In the event of suspected contamination from adjacent land uses, soil sampling would be completed to verify hazardous substances. Under the Sanitation District's standard construction specifications, the Sanitation District and its contractors would comply with all applicable regulatory requirements for the assessment, testing, remediation, removal, and disposal of hazardous wastes/materials. New Environmental Effects No new environmental effects would occur. 1108640.1 A-30 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist I. Hydrology and Water Quality Significance Criteria Potentially Less Than Less Than Resource category/Significance Criteria Significant SlgnklcarH with Significant No Impact Impact Mitigation Impact p Incorporated Pa Would the Project: 1. Violate any water quality standards or waste discharge ❑ ® ❑ ❑ requirements? 2. Substantially deplete groundwater supplies or interfere ❑ ❑ ❑ substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level(e.g.,the production rate of preexisting nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? 3. Substantially alter the existing drainage pattern of the ❑ ❑ ❑ site or area,including through the alteration of the course of a stream or river,in a manner that would result in substantial erosion or siltation on or off site? 4. Substantially alter the existing drainage pattern of the ❑ ❑ ❑ site or area,including through the alteration of the course of a stream or river,or substantially increase the rate or amount of surface runoff in a manner that would result in flooding on or off site? 5. Create or contribute runoff water which would exceed ❑ ❑ ❑ the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? 6. Otherwise substantially degrade water quality.+ ❑ ® ❑ ❑ 7. Place housing within a 100-year flood hazard area as ❑ ❑ ❑ mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other good hazard delineation map? 8. Place within a 100-year flood hazard area structures ❑ ❑ ® ❑ that would impede or redirect flood flows? 9. Expose people or structures to a significant risk of ❑ ❑ ❑ loss,injury or death involving flooding as a result of the failure of a levee or dam,or inundation by seiche, tsunami,or mudflow? 10. Inundation by seiche,tsunami,or mudflow? ❑ ❑ ❑ PEIR Because construction activities would involve soil disturbance such as excavation and soil stockpiling, the PEIR addressed increased stormwater erosion and sedimentation to surface waters. The use of heavy 1108640.1 A-31 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist equipment could also result in the addition of petroleum hydrocarbons, oils and grease to stormwater flowing across areas of construction. Construction activities would be limited to the installation of sewer improvements and would have no impact to the underlying groundwater quality. The PEIR also recognized the possible need for construction dewatering activities and the requirement to comply with Regional Water Quality Control Board regulations that govern such dischargers. Additionally, the PEIR determined that operation of the proposed sewer improvements would have no impact to the quality of surface water or groundwater. PEIR mitigation measures 3.7-1 and 3.7-3 were identified to reduce potentially significant hydrology and water quality impacts to a less than significant level. Checklist Review Would the Project: 1) Violate any water quality standards or waste discharge requirements? Less Than Significant with Mitigation Incorporated. Potential water quality impacts associated with the proposed Project would be limited to short-term construction-related erosion and sedimentation. Because the proposed Project involves the replacement of an underground sewer pipeline, no potential long-term impacts to water quality would result. As required under the NPDES, administered by the RWQCB, a SWPPP would be created for the proposed Project. The plan would address erosion control measures that would be implemented to avoid erosion impacts to exposed soil associated with construction activities. The SWPPP would include a program of BMPs to provide erosion and sediment control and reduce potential impacts to water quality that may result from construction activities. BMPs would be selected to achieve maximum sediment removal and represent the best available technology that is economically achievable and may include, but not be limited to, the following: • Protection of storm drain inlets located within the Project impact footprint and in downstream off-site areas with the use of BMPs acceptable to OCSD, local jurisdictions,and the RWQCB. • Sweeping of dirt and debris from paved streets in the construction zone on a regular basis, particularly before predicted rainfall events. • Proper storage, use, and disposal of construction materials. • Removal of sediment from surface runoff before it leaves the Project site through use of silt fences or other similar devices around the laydown area perimeters. • Protection of tracking soil off site through use of a gravel strip or wash facilities at exits from Project laydown areas. • Protection or stabilization of stockpiled soils. Mitigation measures 3.7-1 and 3.7-3 identified in the PER would be implemented for the Project. Impacts to water quality standards or discharge requirements would be less than significant after implementation of BMPs and mitigation. 2) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? No Impact. The Project would not result in a net increase in impervious surfaces. Groundwater levels below the alignment are historically mapped at 50 or more feet(Ninyo&Moore 2016). Construction of the proposed Project would not result in a depletion of groundwater supplies and operation would not interfere with groundwater recharge. No impacts to groundwater supplies would occur. 1108640.1 A-32 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist 3) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on- or off-site? No Impact. The proposed Project would occur within developed areas and within existing collection system rights-of-way and would not substantially alter the existing drainage pattern of the site or area. The proposed Project would not affect the existing drainage pattern of the site or area, would not alter the course of a river or stream, and would not result in substantial erosion or siltation on- or offsite. Furthermore, the Project alignment would be returned to its original condition following construction. Accordingly, no impacts to drainage patterns resulting in substantial erosion or silting would occur. 4) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on-site or off-site? No Impact. The proposed Project would occur within developed areas and within existing collection system rights-of-way and would not affect the existing drainage pattern of the site or area, would not alter the course of a river or stream, and would not substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or offsite. No impacts to drainage resulting in flooding would occur. 5) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? No Impact. The Project would not result in a net increase in impervious surfaces. The proposed Project would not create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff. All construction dewatering associated with excavation would be discharged to the sanitary sewer. No impacts regarding substantial or polluted runoff would occur. 6) Otherwise substantially degrade water quality? Less Than Significant with Mitigation Incorporated. Refer to response 1.1,which addresses impacts to water quality. PEIR mitigation measures 3.7-1 and 3.7-3 would be implemented. Impacts to water quality would be less than significant after mitigation. 7) Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? No Impact.The proposed Project does not include housing. No impact would occur. 8) Place within a 100-year flood hazard area structures which would impede or redirect flood flows? Less than Significant Impact. The proposed Project would occur below ground surface and would not impede or redirect flood flows. An aboveground pipeline would be placed along the alignment during construction. This bypass pipeline would be temporary and would be placed in segments during the construction phase. The bypass would not impede or redirect flood flows. The proposed Project does not include the placement of structures or above-ground facilities. No impacts to structures within flood hazard areas would occur. 1108640.1 A-33 2-72B Newhope-Placentia Trunk Sewer Replacement Al A-Inilial Study Checklist 9) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam? No Impact.The proposed Project would not expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam. No impacts regarding the failure of a levee or dam would occur. 10) Inundation by seiche,tsunami, or mudflow? No Impact. At its closest point, the proposed Project alignment is 11.5 miles from the ocean and would be too far for inundation by tsunami. The Project is not adjacent to steep slopes and would not be subjected to mudflows. No enclosed water bodies are located near the proposed Project. No inundation impacts related to seiche,tsunami or mudflow would occur. Mitigation Measures Mitigation measures from the PEIR that would be applicable to the proposed Project include the following: PEIR Mitigation Measure 3.7.1: Prior to the initiation of ground-disturbing activities for sewer improvements with surface disturbances of 1 acre or more, the Sanitation District (or its designee) will obtain approval from the State Board under the NPDES General Permit for Discharges of Storm Water Associated with Construction Activity (General Permit). This includes submitting a Notice of Intent (i to the State Board and developing and implementing an SWPPP. For sewer improvements with less than 1 acre of surface disturbances, the Sanitation District (or its designee) will develop and implement a Stormwater Pollution Control Plan (SWPCP) prior to initiating ground-disturbing activities. The SWPPP or SWPCP will identify potential sources of sediment and other pollutants that could affect the quality of the stormwater discharge, and will specify Bi to prevent or minimize the introduction of sediment and pollutants into surface waters from a construction site. BMP methods of erosion and sediment control could include straw bales, silt fences, and other control techniques. Monitoring and maintenance requirements will be specified in the SWPPP or SWPCP. PEIR Mitigation Measure 3.73: Prior to the initiation of construction dewatering activities the Sanitation District (or its designee) will obtain authorization from the Santa Ana RWQCB and will comply with the NPDES Permit No. CAG998001, General Waste Discharge Requirements for Discharges to Surface Waters that Pose an Insignificant (De Minimis) Threat to Water Quality, for insignificant discharges to surface water bodies, including but not limited to discharge of dewatered groundwater. New Environmental Effects No new environmental effects would occur. 1108640.1 A-34 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist J. Land Use and Planning Significance Criteria Potentially Less Than Less Than Resource category/Significance Criteria Significant Slgnklcaat with Significant No Impact Impact Mitigation Impact p Incorporated Would the Project: 1. Physically divide an established community? ❑ ❑ ❑ 2. Conflict with any applicable land use plan, policy,or ❑ ® ❑ ❑ regulation of an agency with jurisdiction over the Project(including, but not limited to,the general plan, specific plan, local coastal program,or zoning ordinance)adopted for the purpose of avoiding or mitigating an environmental effect? 3. Conflict with any applicable habitat conservation plan ❑ ❑ ❑ or natural community conservation plan? PEIR The PEIR addressed conflicts with any applicable land use plan, policy, or regulation of an agency with jurisdiction over a project adopted for the purpose of avoiding or mitigating an environmental effect. Land uses along the proposed Project alignment were identified as commercial, industrial, residential, and public/special purpose. Mitigation measures 3.8-1 through 3.84 were provided to reduce land use impacts and included providing notices of construction to adjacent property owners, coordinating with local officials to maintain 24-hour emergency access, minimizing access to driveways, and use of appropriate signage. Operation and maintenance activities would be minimal and generally include routine maintenance and monitoring activities and would not conflict with applicable land use plans, policies or regulations. The Plan would continue the existing operation of the collection system, which conforms to applicable zoning and land use plans and policies. Checklist Review Would the Project: 1) Physically divide an established community? No Impact. The proposed Project would include the construction of collection system improvements, which would be below-ground upon completion. Above-ground construction and erection of temporary bypass pipelines would be temporary. Furthermore, all construction would occur within developed areas and within existing collection system rights-of-way and would not physically divide an established community. No impacts regarding the division of an established community would occur. 2) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the Project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance)adopted for the purpose of avoiding or mitigating an environmental effect? Less Than Significant with Mitigation Incorporated.The proposed Project's alignment would fall within existing collection system rights-of-way. No changes to existing land uses would be required, and no new land uses would be introduced. The purpose of the sewer replacement is to improve the sewer system to 1108640.1 A-35 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Inilial Study Checklist better serve existing and future development proposed by the cities of Fullerton and Anaheim's General Plans. As discussed in the PER, Project construction activities could impact adjacent property owners, 24-hour emergency access at nearby fire and police stations and hospitals, and could cause disruption in access to adjacent property owners (including schools). Implementation of PER mitigation measures 3.8-1 through 3.8-4 would reduce impacts to a less than significant level. 3) Conflict with any applicable habitat conservation plan or natural community conservation plan? No Impact. The proposed Project is not located within a natural community conservation plan or habitat conservation plan area. As such, the proposed Project would not conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan. No impacts would occur. Mitigation Measures Mitigation measures from the PER that would be applicable to the proposed Project include the following: PER Mitigation Measure 3.8.1: The Sanitation District will provide notices of construction to adjacent property owners, including businesses and places of worship, prior to initiating construction activities. Notices of construction will include a contact and telephone number of Sanitation District staff that can be contacted regarding questions or concerns about construction activities. PER Mitigation Measure 3.8.2: The Sanitation District will coordinate with officials of adjacent fire stations, police stations, and hospitals to ensure that 24-hour emergency access is available. Mitigation Measure 3.8.3:To minimize disruption of access to driveways of adjacent land uses, including schools, during construction, the Sanitation District (or its contractor) will maintain steel trench plates to provide vehicle access across trenches. Mitigation Measure 3.8-4: To minimize disruption to adjacent businesses during construction, the Sanitation District will provide temporary signage indicating that businesses are open. New Environmental Effects No new environmental effects would occur. 1108640.1 A-36 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist K. Mineral Resources Significance Criteria Potentially Less Than Less Than Resource Category I Significance Criteria Significant Signi catdwkh Significant No Impact Im act Mitigation Impact p Incorporated Pa Would the Project: 1. Result in the loss of availability of a known mineral ❑ ❑ ® ❑ resource that would be of value to the region and the residents of the state? 2. Result in the loss of availability of a locally important ❑ ❑ ❑ ❑ mineral resource recovery site delineated on a local general plan, Specific plan or other land use plan? PEIR The Initial Study determined that the Plan and its proposed collection system improvements would be located within developed areas and within existing collection system right-of-ways. No known or locally- important mineral resources would be lost as result of the Plan. The PEIR did not address this resource category and the conclusion of impacts related to the Plan was summarized in the Initial Study for the PEIR. Checklist Review Would the Project: 1) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? Less Than Significant Impact. The portion of the proposed Project alignment north of East Winston Road is designated as a Mineral Resource Zone for aggregate resources only. Lands within this zone have a high potential for significant mineral deposits. However, the proposed Project would occur within developed areas and within existing collection system rights-of-way, none of which are used or planned for mineral extraction activities. The Project would not result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state. Impacts to mineral resources would be less than significant. 2) Result in the loss of availability of a locally-important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? Less Than Significant Impact. The portion of the proposed Project alignment north of East Winston Road is designated as a Mineral Resource Zone for aggregate resources only. However, the proposed Project would occur within developed areas and within existing collection system rightsof-way, none of which are used or planned for mineral extraction activities. The proposed Project would not result in the loss of availability of a mineral resource recovery site. Impacts to locally-important mineral resource recovery sites would be less than significant. 1108640.1 A-37 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist Mitigation Measures The proposed Project would not result in potentially significant impacts associated with mineral resources and no mitigation is required. New Environmental Effects No new environmental effects would occur. 1108640.1 A-38 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist L. Noise Significance Criteria Potentially Less Than Less Than Resource category/Significance Criteria Significant Slgnklcam with Significant No Impact Impact Mitigation Impact p Incorporated Pa Would the Project: 1. Exposure of persons to or generation of noise levels in ® ❑ ❑ ❑ excess of standards established in the local general plan or noise ordinance,or applicable standards of other agencies? 2. Exposure of persons to,or generation of,excessive ❑ ❑ ® ❑ ground-borne vibration or ground-borne noise levels? 3. A substantial permanent increase in ambient noise ❑ ❑ ❑ levels in the Project vicinity above levels existing without the Project? 4. A substantial temporary or periodic increase in ❑ ® ❑ ❑ ambient noise levels in the Project vicinity above levels existing without the Project? 5. For a Project located within an airport land use plan or, ❑ ❑ ❑ where such a plan has not been adopted,within 2 miles of a public airport or public use airport,would the Project expose people residing or working in the Project area to excessive noise levels? 6. For a Project within the vicinity of a private airstrip, ❑ ❑ ❑ IR would the Project expose people residing or working in the Project area to excessive noise levels? PER The PER addressed construction and operational noise generation and vibration. Operational noise impacts would not generate noise levels above ambient traffic conditions due to local traffic and were less than significant. During construction of the improvements identified in the Plan, trench excavation, sewer pipe installation, paving activities and construction-related truck trips would generate temporary noise levels in the immediate area that would reach 85 A-weighted decibels (dBA) at the nearest locations. Nonetheless, construction noise would be temporary, intermittent, and variable in magnitude. Construction activities would only occur during times allowed by the Anaheim noise ordinances (7:00 a.m. to 7:00 p.m.). Mitigation measure 3.9-1 required compliance with applicable codes of local jurisdiction, noise monitoring and reporting, and use of noise reduction measures. Ground-bome vibrations may also affect the areas located along sewer improvement alignments; though vibrations associated with construction activities would be intermittent. Perceptible vibrations would be typically felt within 10 or 15 feet of the construction activity. PER mitigation measure 3.9-2 requires that during Project-level review, specific areas susceptible to ground-borne vibration be identified and appropriate safeguards employed. While implementation of the mitigation measures would be effective, the PER concluded that in some instances construction-related noise impacts could be disruptive and could conflict with the City noise ordinance, resulting in a significant unavoidable construction-related noise impact. 1108640.1 A-39 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist Checklist Review The analysis below is provided based on an Acoustical Analysis Report for the Newhope-Placentia Trunk Sewer Replacement Project(HELIX 2017d), attached as Appendix E. Would the Project result in: 1) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? Potentially Significant Impact.The Project is located within the City of Anaheim. Section 6.70.010 of the City of Anaheim Municipal Code states that no person shall generate a noise level in excess of 60 dBA "at any point on the property line." However, the code exempts sound created by construction or building repair of any premises from the application of Chapter 6.70 during the hours of 7:00 a.m. to 7:00 p.m. Construction activities would result in noise associated with open trench construction activities,jack and bore activities, staging of construction equipment and materials, and construction traffic. Noise associated with each of these activities is summarized below. Open-cut Trench Construction Open-cut trenching would be performed along most of the Project alignment. Noise sensitive land uses (NSLUs) would be located along much of the alignment where trenching would occur. These NSLUs include: • Residences (including single- and multi-family residential), with the closest residence approximately 50 feet from trenching; • Parks,with the closest park(Boysen Park)approximately 50 feet from trenching; and • Churches,with the closest church approximately 50 feet from trenching. The loudest noise from trenching would be generated from the simultaneous operation of an excavator digging the trench, a dump truck loading and hauling the excavated material, and a pump and generator working to bypass the sewage. As a reasonable conservative scenario, the excavator and dump truck were assumed to be operating simultaneously for 40 percent of an hour while the pump and generator were assumed to be operating for the entire hour. At a distance of 50 feet, these pieces of equipment were modeled to generate a noise level of 78.6 dBA equivalent continuous level (Leo) with 60 and 75 dBA LEo noise contours of 425 and 75 feet, respectively. Construction noise is exempt from noise standards if conducted between the hours of 7:00 a.m. to 7:00 p.m. Construction between 7:00 p.m. and 7:00 a.m. would be subject to the City of Anaheim Municipal Code noise limit of 60 dBA. Therefore, open-cut trench construction using these pieces of equipment during the exempt hours would be less than significant. However, if nighttime work is required, noise levels would potentially exceed 60 dBA if performed within 425 feet of a NSLU, and impacts from open-cut trenching would be potentially significant. Nighttime impacts were identified in the PER as significant and unavoidable with implementation of mitigation measures, and a statement of overriding considerations was prepared to support the significant and unavoidable noise impacts identified in the PER. Jack-and-Bore Pit Construction There would be up to seven jacking pits, dispersed throughout the length of the Project alignment at the four trenchless locations. The NSLUs nearest to the various jacking pits at the various trenchless 1108640.1 A40 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist locations would be multi-family residences and hotels. These NSLUs would be at distances between approximately 50 and 1,700 feet from the jacking pits, respectively. Prior to work within the pit, an excavator with a drill attached would install soldier pilings to reinforce the pit. The jacking pits would then be dug with an excavator and a dump truck. In addition, trenchless locations may incorporate bypassing using a pump and a generator. As a reasonable conservative scenario, the excavator and dump truck were assumed to be operating simultaneously for 40 percent of an hour while the pump and generator were assumed to be operating for the entire hour. At a distance of 50 feet, these pieces of equipment were modeled to generate a noise level of 78.6 dBA LEO,with 60 and 75 dBA LEo noise contours of 425 and 80 feet, respectively. Construction noise within the city of Anaheim is exempt from noise standards if conducted between the hours of 7:00 a.m. to 7:00 p.m. Construction between 7:00 p.m. and 7:00 a.m. would be subject to the City of Anaheim Municipal Code noise limit of 60 dBA. Therefore,jack-and-bore pit construction using an excavator, dump truck, generator, and a pump during the exempt hours would be less than significant. However, if nighttime work is required, and as Trenchless#1, #3, and #4 would be within 425 feet of an NSLU, noise levels would potentially exceed 60 dBA at nearby NSLUs and impacts would be potentially significant. Trenchless #2 is located in an industrial area, approximately 1,500 feet from the nearest NSLU,and nighttime noise impacts from this location would be less than significant. Tunnel boring would occur in the same location as the jacking pits. The horizontal auger would be run with either a diesel-powered motor or an electric-powered motor. The diesel-powered motor would be operated fully within the jacking pit; therefore, it would not generate significant noise outside of the pit. The electric-powered motor would require a generator outside of the pit that would generate noise. This generator was assumed to be the same size as the bypassing generator. In addition, bypassing may occur during tunnel boring activities; therefore, two generators and one pump were analyzed as a reasonable conservative scenario. The generators and the pump were assumed to operate for 100 percent of each hour they are in operation. At a distance of 50 feet, the pieces of equipment were modeled to generate a noise level of 70.9 dBA LEo with 60 and 75 dBA LEo noise contours of 175 feet and 30 feet, respectively. As stated above, construction using the generators and pump would be exempt from city of Anaheim construction noise limits if conducted between 7:00 a.m. to 7:00 p.m. Construction between 7:00 p.m. and 7:00 a.m. would be subject to the City of Anaheim Municipal Code noise limit of 60 dBA. Therefore,jack-and-bore pit construction using a generator during the exempt hours would be less than significant. However, as Trenchless #3 and #4 would be within 175 feet of an NSLU, if nighttime work is required, noise levels would potentially exceed 60 dBA at nearby NSLUs and impacts would be potentially significant. PER mitigation measure 3.9-1 states that to "minimize noise disruption during construction, stationary noise generating equipment such as generators could be placed within the jacking pits where possible to reduce noise during construction"Therefore, impacts from jack-and-bore construction would be less than significant. Staaina Storage piles would potentially be located at the staging location and would be used as temporary placement for soil and other material. Multi-family residences are located approximately 150 feet south of the staging location. The loudest noise from storage pile-related construction activities would be a dump truck and a crane to unload and load materials. The dump truck and crane were assumed to be operating for 40 and 16 percent of an hour, respectively. These pieces of equipment would generate a noise level of 66.0 dBA LEo at 150 feet and a 44.9 dBA LEo at 1,700 feet. The 60 dBA LEo noise contour would be 300 feet. 1108640.1 A41 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist Construction noise within the City is exempt from noise standards if conducted between the hours of 7:00 a.m. to 7:00 p.m. Construction between 7:00 p.m. and 7:00 a.m. would be subject to the City of Anaheim Municipal Code noise limit of 60 dBA. Therefore, staging location activities using a crane and dump truck during the exempt hours would be less than significant. However, if nighttime work is required, noise levels at the staging area would potentially exceed 60 dBA at nearby NSLUs and impacts would be potentially significant. Construction Traffic Project construction traffic would mostly consist of workers arriving to and leaving from the Project areas. These workers would likely use various roadways in the surrounding area. The City provides traffic numbers for State College Boulevard on their Average Daily Volumes map (City of Anaheim 2008).Traffic volumes on State College Boulevard along the Project alignment range from 22,800 average daily trips (ADT;from Cerritos Avenue to Ball Road)to 31,900 ADT(Orangewood Avenue to Katella Avenue). A general rule of thumb is that a doubling of ADT would cause a doubling in noise (a 3 dBA increase), which would be considered a significant increase. As the Project would have six crew pickup trucks at the site, the Project would generate an estimated 12 ADT, which would increase area traffic by less than one percent. Therefore, the increase in traffic from the Project would have a negligible impact on noise and impacts from construction traffic would be less than significant. 2) Exposure of persons to or generation of excessive groundbome vibration or groundborne noise levels? Less Than Significant Impact. An excavator would be expected to create the highest vibration levels during open-cut trench construction. Per Caltrans guidance, an excavator is expected to generate vibration levels of 0.089 PPV in/s at 25 feet. The closest vibration-sensitive land use from trenching would be multi- and single-family residential and churches, located at a distance of approximately 50 feet. Therefore, as the excavators vibration would be below the criterion of 0.4 PPV in/s at 25 feet, no areas susceptible to ground-bome vibration would have significant impacts at 50 feet from open-cut trench construction. An excavator would also be expected to create the highest vibration levels during jack-and-bore construction. As discussed above,an excavator is expected to generate vibration levels of 0.089 PPV in/s at 25 feet. The closest vibration-sensitive land use from jacking and receiving pits would be multi- and single-family residential and a church, located at a distance of approximately 50 feet. Therefore, as the excavator's vibration would be below the criterion of 0.4 PPV in/s at 25 feet, no areas susceptible to ground-borne vibration would have significant impacts at 50 feet from excavator use during jack-and-bore construction. A horizontal auger would be expected to create the highest vibration levels during tunnel boring, with expected vibration levels of 0.089 PPV in/s at 25 feet.The closest vibration-sensitive land use from tunnel boring would be multi- and single-family residential and a church, located at a distance of approximately 50 feet. Therefore, as the horizontal auger's vibration would be below the criterion of 0.4 PPV in/s at 25 feet, no areas susceptible to ground-borne vibration would have significant impacts at 50 feet from horizontal auger use during jack-and-bore construction. PEIR mitigation measure 3.9-2 requires Project level review to identify specific areas susceptible to groundborne vibration impacts. As demonstrated in the above discussion, the Project would not result in significant impacts associated with groundbome vibration. Impacts would be less than significant. 3) A substantial permanent increase in ambient noise levels in the Project vicinity above levels existing without the Project? No Impact. Project-related noise generation would be primarily limited to short-term construction activities. Pipeline facilities, once installed, are passive and do not generate significant noise.Therefore,a 1108640.1 A42 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist substantial permanent increase in ambient noise levels would not be expected from the Project and no impacts would occur. 4) A substantial temporary or periodic increase in ambient noise levels in the Project vicinity above levels existing without the Project? Potentially Significant Impact. As noted above under Item L.1, construction activities would temporarily increase noise levels above existing ambient noise levels. Construction noise would vary with the particular construction stage in progress due to the different pieces of construction equipment being used. Incorporation of PER mitigation measure 3.9-1, as described in response to Item L.1, would ensure that temporary construction-related increases in ambient noise levels would be less than significant during times allowed by applicable codes. However, as described above under Item L.1, if nighttime work is required, noise levels would potentially exceed 60 dBA if performed within 425 feet of a NSLU, and impacts from open-cut trenching would be potentially significant. Nighttime impacts were identified in the PER as significant and unavoidable with implementation of mitigation measures, and a statement of overriding considerations was prepared to support the significant and unavoidable noise impacts identified in the PER. 5) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the Project expose people residing or working in the Project area to excessive noise levels? No Impact. The proposed Project would not result in the exposure of workers to excessive airport noise levels. The nearest airport, Fullerton Municipal Airport, is five miles northwest of the proposed Project. No impact would occur. 6) For a project within the vicinity of a private airstrip, would the Project expose people residing or working in the Project area to excessive noise levels? No Impact.There are no private airports within two miles of the Project site. No impact would occur. Mitigation Measures Mitigation measures from the PER that would be applicable to the proposed Project include the following: PER Mitigation Measure 3.9-1: To minimize noise disruption during construction, construction activities will generally be scheduled to occur during times allowed by applicable codes, noise ordinances, or permits.Additionally, the following mitigations could be implemented as required: • Noise reduction measures such as sound blankets or temporary sound walls could be used to reduce noise generation from stationary noise generating equipment during construction. • Stationary noise generating equipment such as generators could be placed within the jacking pits where possible to reduce noise during construction. • Pile driving activities or other particularly disruptive construction could be limited to specific times agreed to with agencies ofjurisdiction or adjacent property owners prior to construction. • Where appropriate, noise monitoring at the closest sensitive receptors could be conducted and reports submitted to the city ofjurisdiction. New Environmental Effects No new environmental effects and no increases in the severity of previously identified significant effects related to noise would occur. 1108640.1 A43 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist M. Population and Housing Significance Criteria Potentially Si Less Than gnificant with Less Than Resource Category/Significance Criteria Significant Mhigation Significant No Impact Impact Incorporated Impact Would the Project: 1. Induce substantial population growth in an area,either ❑ ❑ ® ❑ directly(for example,by proposing new homes and businesses)or indirectly(for example,through extension of roads or other infrastructure)? 2. Displace substantial numbers of existing housing, ❑ ❑ ❑ necessitating the construction of replacement housing elsewhere? 3. Displace substantial numbers of people, necessitating ❑ ❑ ❑ the construction of replacement housing elsewhere? PEIR The Plan was developed to accommodate planned growth within OCSD's services area and provide beneficial improvements to regional wastewater conveyance facilities. The PEIR determined that proposed improvements associated with sewer capacity deficiencies, such as the proposed Plan, would accommodate planned growth and reduce surcharging in sewers. The Plan would accommodate planned growth but would not induce growth. The PEIR concluded that significant growth inducing impacts would not occur. Checklist Review Would the Project: 1) Induce substantial population growth in an area, either directly(for example, by proposing new homes and businesses)or indirectly(for example,through extension of roads or other infrastructure)? Less Than Significant Impact. The proposed Project is part of the OCSD's CIP and is a part of collection system improvements identified in the OCSD's April 2006 Strategic Plan Update, which included capacity analysis of the trunk sewer system. In particular, the proposed collection system improvements were identified to address existing and projected deficiencies in the regional trunk sewer system. The proposed Project would replace existing sewer lines to increase capacity of sewage flows. Existing flows are currently being diverted (pumped) into the Santa Ana River due to inefficient existing capacity. The proposed Project would handle projected future flows due to planned and proposed College Town development at California State University Fullerton (Cal State Fullerton or CSUF), continued Anaheim Platinum Triangle land use change, future abandonment of the Yorba Linda Pump Station, and diversion of flows from other OCSD trunk lines during dry weather operation. The pipeline upsizing would also help handle flows due to the future abandonment of the Yorba Linda Pump Station and incorporate flows from other OCSD trunk lines. The proposed Project would be constructed to accommodate current development and growth patterns. Indirect impacts to population growth due to the extension of infrastructure would be less than significant. 1108640.1 A-44 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist 2) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? No Impact. The proposed Project would have no impact associated with displacing existing housing or necessitating the construction of replacement housing. 3) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? No Impact. The proposed Project would have no impact associated with displacing people or necessitating the construction of replacement housing. Mitigation Measures No new mitigation measures for population and housing are proposed and none are identified in the PER New Environmental Effects No new environmental effects would occur. 1108640.1 A45 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist N. Public Services Significance Criteria Potentially Less Than Less Than Resource Category I Significance Criteria Significant Slgni carnwkh Significant Nolmpacl kn act Mitigation Im ct P Incorporated Pa Would the Project: 1. Result in substantial adverse physical impacts ❑ ® ❑ ❑ associated with the provision of new or physically altered governmental facilities,the construction of which would cause significant environmental impacts, in order to maintain acceptable service ratios, response times,or other performance objectives for any of the public services: a. Fire protection? b. Police protection? c.Schools? d. Parks? e. Electric power or natural gas? f.Communication? g.Other public facilities? PEIR The PEIR addressed potential impacts to fire, police, and emergency medical services from construction of the proposed sewer improvement projects. Construction of the improvement projects could increase response times during emergencies; however, coordination with fire stations and emergency medical facilities would occur to ensure emergency vehicle access is maintained. Potential hazards could also occur if persons enter construction areas. Utility lines would be protected or relocated during construction limiting possible impacts to utilities. Mitigation measures 3.11-1 through 3.11-7 identified in the PEIR require a development and implementation of a traffic control plan, advance notice to service providers, construction site controls, and measures to identify and protect utilities during excavation. Implementation of mitigation measures would reduce impacts to a less than significant level. Checklist Review Would the Project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: • Fire protection? Less Than Significant with Mitigation Incorporated. The proposed Project could result in temporary construction impacts associated with the disruption of fire services. Two fire stations are located within one mile of the proposed Project alignment. State College Boulevard is a major road in the cities of Anaheim, Fullerton, and Orange, and functions as a connection for fire 1108640.1 A46 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist services to access neighboring communities. To ensure adequate fire services remain in place, mitigation measures 3.11-1 and 3.11-2 from the PER would be implemented. Due to the nature of the proposed Project, no new fire stations would be required. Impacts to fire services would be less than significant after mitigation. • Police protection? Less Than Significant with Mitigation Incorporated. The proposed Project could result in temporary construction impacts associated with the disruption of police services. While no police stations are located within one mile of the proposed Project alignment, State College Boulevard is a major road in the cities of Anaheim, Fullerton, and Orange, and functions as a connection for police services to access neighboring communities.To ensure adequate police services remain in place, mitigation measures 3.11-1 and 3.11-2 from the PER would be implemented. Due to the nature of the proposed Project, no new police stations would be required. Impacts to fire services would be less than significant after mitigation. • Schools? Less Than Significant with Mitigation Incorporated. No schools are located adjacent to the proposed Project. Schools within the vicinity of the sewer alignment include public elementary and junior high schools. Due to the nature of the proposed Project, no existing schools would be physically altered, and no new schools would be required. Construction impacts regarding road accessibility would be temporary, but emergency services would be maintained with implementation of mitigation measures 3.11-1 and 3.11-2 from the PER Impacts to school services would be less than significant with mitigation. • Parks? Less Than Significant with Mitigation Incorporated. Boysen Park is located directly adjacent to proposed Project alignment. Due to the nature of the proposed Project, no existing parks would be physically altered, and no new parks would be required. Construction impacts regarding road accessibility would be temporary, but emergency services would be maintained with implementation of mitigation measures 3.11-1 and 3.11-2 from the PER. Impacts to parks would be less than significant with mitigation. • Other public facilities? Less Than Significant with Mitigation Incorporated. The proposed Project could result in temporary construction impacts associated with disruption of fire and emergency services. To ensure that construction does not significantly affect public facilities, mitigation measures 3.11-1 through 3.11-7 from the PER would be implemented. Impacts to public services would be less than significant after mitigation. Mitigation Measures Mitigation measures from the PER that would be applicable to the proposed Project include the following: PER Mitigation Measure 3.11.1: The contractor will provide a copy of the Traffic Control Plan to the Sheriffs department, local police departments, and fire departments prior to construction. The Sanitation District will provide 72-hour notice of construction to the local service providers of individual pipeline segments. PER Mitigation Measure 3.11.2: Access to fire stations and emergency medical facilities will be maintained on a 24-hour basis and at least one access to medical facilities will be available at all times 1108640.1 A47 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist during construction. The Sanitation District will notify appropriate officials at the medical facility regarding construction schedule. PER Mitigation Measure 3.11-3a: Construction areas will be secured or trenches will be promptly backfilled after pipeline installation. If installation is incomplete, steel trench plates will be used to cover open trenches as appropriate for the specific site. PER Mitigation Measure 3.11-3b: Construction contractors will ensure that adequate barriers are established to prevent pedestrians from entering the open trenches of an active construction area. Warnings will be posted sufficient distances from the work area to allow pedestrians to cross the street at controlled intersections. PER Mitigation Measure 3.11.3c: To ensure aesthetic consistency and public safety, construction contractors will restore disturbed areas along the alignment as mutually agreed by the Sanitation District and local jurisdictions prior to construction. PER Mitigation Measure 3.11.4: Construction contractors will be responsible for providing appropriate security measures for all equipment staging and/or storage areas needed for sewer improvement projects. PER Mitigation Measure 3.11.5a: Construction contractors will dispose of construction refuse at approved disposal locations. Contractors will not be permitted to dispose of construction debris in residential or business containers. PER Mitigation Measure 3.115b: Construction contractors will be required to keep construction and staging areas orderly, free of trash and debris. PER Mitigation Measure 3.11-6a: A detailed study identifying utilities along the pipeline routes will be conducted during the design stages of sewer improvement projects. For segments with potential adverse impacts,the following mitigations will be implemented. • Utility excavation or encroachment permits will be required from the appropriate agencies. These permits include measures to minimize utility disruption. The Sanitation District and its contractors will comply with permit conditions, and such conditions will be included in construction contract specifications. • Utility locations will be verified through field surveys. • Detailed specifications will be prepared as part of the design plans to include procedures for the excavation, support, and fill of areas around utility cables and pipes. All affected utility services will be notified of Sanitation District construction plans and schedule. Arrangements will be made with these entities regarding protection, relocation,or temporary disconnection of services. PER Mitigation Measure 3.115b: To reduce potential impacts associated with utility conflicts, the following measures will be implemented in conjunction with 3.11-6a. • Disconnected cables and lines will be promptly reconnected. • The Sanitation District will observe Department of Health and Safety (DHS) standards, which require a 10-foot-horizontal separation between parallel sewer and water mains and 1-foot vertical separation between perpendicular water and sewer line crossings. In the event that the separation requirements cannot be maintained, the Sanitation District will obtain DHS variance through provisions of water encasement, or other means deemed suitable by DHS, and by 1108640.1 A48 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist encasing water mains in protective sleeves where a new sewer force main crosses under or over an existing sewer main. PEIR Mitigation Measure 3.11bc: The construction contractor will comply with the Sanitation District requirements and specifications to protect existing utility lines. PEIR Mitigation Measure 3.11-7: The Sanitation District will coordinate with the Orange County Resources and Development Management Department (RDMD) and other jurisdictions as required to ensure compatibility and joint-use feasibility with existing and future projects. New Environmental Effects No new environmental effects would occur. 1108640.1 A49 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist O. Recreation Significance Criteria Potentially Less Than Less Than Resource Category/Significance Criteria Significant SlgnklcarH with Significant No Impact Impact Mitigation Impact p Incorporated Pa Would the Project: 1. Increase the use of existing neighborhood and regional ❑ ❑ ❑ parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? 2. Include recreational facilities or require the ❑ ❑ ❑ construction of recreational facilities which might have an adverse physical effect on the environment? PEIR The Initial Study for the Plan determined that no significant recreational impacts would occur.Accordingly, the PEIR did not address this resource category and the conclusion of impacts related to the Plan was summarized in the Initial Study for the PEIR. Checklist Review 1) Would the Project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? No Impact. The proposed Project would not increase the use of existing neighborhood and regional parks or other recreational facilities. 2) Does the Project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? No Impact. The proposed Project does not include recreational facilities or require the construction or expansion of recreational facilities. Mitigation Measures No new mitigation measures for recreation are proposed. New Environmental Effects No new environmental effects would occur. 1108640.1 A-50 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist P. TransportationlTraffic Significance Criteria Potentially Less Than Less Than Resource category/Significance Criteria Significant Significant with Significant No Impact Ira act Mitigation Ira ct p Incorporated Pa Would the Project: 1. Cause an increase in traffic,which is substantial in ® ❑ ❑ ❑ relation to the existing traffic load and capacity of the street system(i.e., result in a substantial increase in either the number of vehicle trips,the volume to capacity ratio on roads,or congestion at intersections)? 2. Exceed,either individually or cumulatively,a level of ❑ ❑ ❑ ❑ service standard established by the county congestion management agency for designated roads or highways? 3. Result in a change in air traffic patterns, including ❑ ❑ ❑ either an increase in traffic levels or a change in location that results in substantial safety risks? 4. Substantially increase hazards due to a design feature ❑ ❑ ❑ (e.g.,sharp curves or dangerous intersections)or incompatible uses(e.g.,farm equipment)? 5. Result in inadequate emergency access? ❑ ® ❑ ❑ 6. Conflict with adopted policies, plans,or programs ❑ ® ❑ ❑ supporting alternative transportation(e.g.,bus turnouts, bicycle racks)? PER The PEIR analyzed the traffic impacts associated with the various construction methods for the collection system improvement projects, noting that limited lane closures would be anticipated, impacts to circulation routes would be short term, and affected roadways would be restored to fully operational conditions. Construction activities for the Plan, as identified in the PEIR, would include up to 1,655 truck trips, with 23 daily trips. In addition, limited road closures and lane closures would also occur; however, sufficient lane widths would be able to accommodate trench construction. Mitigation measures were provided to address traffic issues and require implementation of approved traffic control plans and compliance with encroachment permit conditions issued by the appropriate local jurisdiction. The PEIR concluded that even with implementation of available mitigation measures, construction-related transportation and traffic impacts would remain significant and unavoidable. Checklist Review Would the Project: 1) Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non-motorized travel and relevant components of the circulation system, including but not 1108640.1 A-51 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? Potentially Significant Impact.The proposed Project does not include components that would result in a noticeable increase in long-term traffic. Long-term operational traffic would be limited to occasional truck trips associated with maintenance and would be the same as the current condition. Project construction would result in the generation of truck trips in the Project vicinity associated with the delivery of equipment and materials, as well as workers vehicles. Each of the two construction locations are estimated to have 12 truck trips per day associated with material delivery and spoils removal, plus trips associated with construction worker's vehicles. The number of truck trips associated with the proposed Project is not substantial given the daily number of traffic trips on State College Boulevard, which is classified as Primary Arterial north of Cerritos Avenue and a Major Arterial south of Cerritos Avenue (City of Anaheim 2004). As discussed in the Project description, construction activities would require some lane closures along segments of State College Boulevard; however, at least one lane would remain open at all times during construction and no roadways would be completely closed. Temporary lane closures along State College Boulevard would result in a potentially significant impact on the circulation system. Implementation of PEIR mitigation measures 3.12-1a through 3.12-k and 3.12-2a through 3.12-2e would be required; however, similar to the conclusions reached in the PEIR, impacts would remain significant and unavoidable due to lane closures during construction. A statement of overriding considerations was prepared to support the significant and unavoidable traffic impacts identified in the PEIR. 2) Conflict with an applicable congestion management program, including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? Less Than Significant with Mitigation Incorporated. Refer to response PA above. Implementation of PEIR mitigation measures 3.12-1a through 3.12-k and 3.12-2a through 3.12-2e would be required during construction of the proposed Project to reduce traffic impacts during construction. 3) Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? No Impact. The proposed Project would not include aviation components or structures where height would be an aviation concern and, therefore, would not affect air traffic patterns. No impact would occur. 4) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections)or incompatible uses (e.g.,farm equipment)? No Impact. The proposed Project includes the replacement of existing sewer utilities. There are no changes proposed to the design of the roads. The proposed Project would not include design features that would affect traffic safety, nor would it cause incompatible uses (such as tractors) on local roads. There would be no increase in hazards associated with design feature and no impact would occur. 5) Result in inadequate emergency access? Less Than Significant with Mitigation Incorporated. The proposed Project would not significantly impact current or future emergency access to the community. Emergency access routes to all parts of the surrounding community would be maintained during the temporary construction phase of the Project. Construction activities would require some closures along segments of State College Boulevard however, at least one lane would remain open at all times during construction.As discussed in response to Item N, construction impacts regarding road accessibility would be temporary, but emergency services would be maintained with implementation of mitigation measures 3.11-1 and 3.11-2 from the PEIR. The proposed 1108640.1 A-52 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—hilial Study Checklist Project would not result in long-term negative effects to emergency access. Impacts to would be less than significant with PER mitigation. 6) Conflict with adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities,or otherwise decrease the performance or safety of such facilities? Less Than Significant with Mitigation Incorporated. The Project does not include land uses which would require the use of or benefit from alternative transportation, as no residential or employment- generating uses are proposed. Users of bus stops along the Project alignment could be temporarily inconvenienced as a result of Project construction activities. Project roadways would remain open to traffic, including modes of alternative transportation. A traffic control plan, as required by PER mitigation measure 3.12-1a would be prepared for the Project. Additional mitigation measures from the PER, including 3.12-1b through 3.12-1j would also be implemented and would reduce impacts to a less than significant level. Mitigation Measures The following mitigation measures from the PER would be applicable to the proposed Project: PER Mitigation Measure 3.12.1a: Traffic control plans will be prepared by a qualified professional engineer as required prior to the construction phase of each sewer line project. PER Mitigation Measure 3.12-1b: Traffic control plans will consider the ability of alternative routes to carry additional traffic and will identify the least disruptive hours for access routes to the construction site, and the type and location of warning signs, lights, and other traffic control devices. Consideration will be given to maintaining access to commercial parking lots, private driveways, sidewalks, bikeways, and equestrian trails to the greatest extent feasible. PER Mitigation Measure 3.12-1c: Encroachment permits for all work within public rights-of-way will be obtained from each appropriate agency prior to commencement of any construction. Agencies could include Caltrans, RDMD, and the various city agencies where work will occur. The Sanitation District will comply with traffic control requirements, as identified by Caltrans and the affected local jurisdictions. PER Mitigation Measure 3.12-1 d: Traffic control plans will comply with the Work Area Traffic Control Handbook and/or the Manual on Uniform Traffic Control Devices, as determined by each affected local agency,to minimize any traffic and pedestrian hazards that exist during Project construction. PER Mitigation Measure 3.12-1e: Public roadways will be restored to their existing condition after Project construction is completed. PER Mitigation Measure 3.12.1f: The Sanitation District will attempt to schedule construction of relief facilities to occur jointly with other public works projects already planned in the affected locations through careful coordination with all local agencies involved. PER Mitigation Measure 3.12.1g: Emergency service purveyors will be contacted and consulted to preclude the creation of unnecessary traffic bottlenecks that will seriously impede response times. Additionally, measures to provide an adequate level of access to private properties will be maintained to allow delivery of emergency services. PER Mitigation Measure 3.12.1h: OCTA will be contacted when construction affects roadways that are part of the OCTA bus transit network. Adequate procedures will be implemented to keep bus routes and stations accessible to users. 1108640.1 A-53 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Initial Study Checklist PEIR Mitigation Measure 3.12-1 is Construction traffic, mainly trucks, will be routed in a way to minimize impacts to sensitive neighborhoods. In addition, storage and staging of materials and equipment will be done after obtaining a Temporary Use Permit,when needed. PEIR Mitigation Measure 3.12-1j: An effort will be made to solicit input from residents in the neighborhoods of the proposed improvements. These inputs will be considered in the planning phase through construction to mitigate the resident's concerns. PEIR Mitigation Measure 3.12.1k: For sewer improvements that occur within railroad rights-of-way, the Sanitation District will follow the Southern California Regional Rail Authority (SCRRA) procedures for right-of-way encroachment—SCRRA Form No. 36. The procedures for temporary encroachment calls for: (1)the submittal of a written statement on the reason and location of the encroachment; (2) a completed and executed SCRRA Form No. 6, Right-of- Entry Agreement; (3) plan check, inspection, and Flagging fees; and (4) insurance certificates as described in the Right-of-Entry Agreement. Per SCRRA Form No. 6, the Sanitation District must comply with the rules and regulations of this agreement at all times when working on SCRRA property, including those outlines in the "Rules and Requirements for Construction at Railway Property, SCRRA Form No. 37" and "General Safety Regulations for Construction/Maintenance Activity on Railway Property." PEIR Mitigation Measure 3.12.2a: Where lane closures are necessary for construction of sewer improvement projects, all construction equipment will be staged within the closed lanes or in staging areas out of city streets. PEIR Mitigation Measure 3.12-2b: Where lane or road closures are necessary for construction of sewer improvement projects, adequate signage will be provided informing local residents and business-owners of construction activities prior to commencement of construction activities. PEIR Mitigation Measure 3.12-2c: Where lane or road closures are necessary for construction of sewer improvement projects, cones and/or traffic guards will be employed to clearly indicate the locations and directions of temporarily altered traffic lanes. PEIR Mitigation Measure 3.12-2d: The construction technique for the implementation of the proposed sewer lines, such as tunneling, cut-and-cover with partial street closure, or cut and-cover with full street closure, will include consideration of the ability of the roadway system, both the street in question and alternate routes, to carry existing traffic volumes during Project construction. If necessary, adjacent parallel streets will be selected as alternate alignments for the proposed sewer improvements. As required by local jurisdictions, trunk sewers will be jacked under select major intersections to avoid traffic disruption and congestion. PEIR Mitigation Measure 3.12-2e: Public streets generally will be kept operational during construction, particularly in the morning and evening peak hours of traffic. Lane closures will be minimized during peak traffic hours. New Environmental Effects No new environmental effects would occur effects and no increases in the severity of previously identified significant effects related to transportation and traffic would occur. 1108640.1 A-54 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist Q. Utilities and Service Systems Significance Criteria Potentially Less Than Less Than Resource Category I Significance Criteria Significant SlgnM"Mwkh Imact MentionIm Significant No Impact P Incorporated Paof Would the Project: 1. Exceed wastewater treatment requirements of the ❑ ❑ ❑ applicable Regional Water Quality Control Board? 2. Require or result in the construction of new water or ❑ ❑ ❑ wastewater treatment facilities or expansion of existing facilities,the construction of which could cause significant environmental effects? 3. Require or result in the construction of new stormwater ❑ ❑ ❑ drainage facilities or expansion of existing facilities,the construction of which could cause significant environmental effects? 4. Have sufficient water supplies available to serve the ❑ ❑ ❑ Project from existing entitlements and resources,or are new or expanded entitlements needed? 5. Result in a determination by the wastewater treatment ❑ ❑ ❑ provider which serves or may serve the Project that it has adequate capacity to serve the Project's projected demand in addition to the provider's existing commitments? 6. Be served by a landfill with sufficient permitted ❑ ❑ ® ❑ capacity to accommodate the Project's solid waste disposal needs? 7. Comply with federal,state,and local statues and ❑ ❑ ❑ NJ regulations related to solid waste? PEIR The PEIR determined that impacts to utilities and service systems would not occur. The collection system improvements are specific to existing and projected deficiencies and would not result in the construction of new water or wastewater treatment facilities nor impact existing supplies and utilities. Impacts related to solid waste disposal would be less than significant as small amounts of debris or solid waste is not anticipated to affect the capacity of existing landfills.The PEIR did not address this resource category. Checklist Review Would the Project: 1) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? No Impact. The proposed Project is part of the Sanitation District's Capital Improvement Program (CIP) and is a part of collection system improvements identified in the Sanitation District's April 2006 Strategic Plan Update, which included capacity analysis of the trunk sewer system. In particular, the proposed collection system improvements were identified to address existing and projected deficiencies in the 1108640.1 A-55 2-72B Newhope-Placentia Tank Sewer Replacement Appendix A—Inilial Study Checklist regional trunk sewer system. Because the proposed Project is specific to existing and projected deficiencies in the regional trunk sewer system, it would not result in an unanticipated increase in the Sanitation District's treatment capacity. The Project is planned for and has been sized to accommodate future flows from the College Town development at CSUF, continued Anaheim Platinum Triangle land use changes,future abandonment of the Yorba Linda Pump Station, and diversion of flows to incorporate flows from other OCSD trunk lines during dry weather operation. No impacts to wastewater treatment requirements would occur. 2) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities,the construction of which could cause significant environmental effects? No Impact. The proposed Project is part of the OCSD's CIP and is a part of collection system improvements identified in the OCSD's April 2006 Strategic Plan Update, which included capacity analysis of the trunk sewer system. In particular, the proposed collection system improvements were identified to address existing and projected deficiencies in the regional trunk sewer system. Because the proposed Project is specific to existing and projected deficiencies in the regional trunk sewer system, it would not result in the construction of new permanent water or wastewater treatment facilities or expansion of existing facilities above what is included in the proposed Project. An aboveground bypass pipeline would be constructed during the construction phase of the project. This bypass would be temporary and would be removed upon completion of the project. No impacts to water or wastewater facilities would occur. 3) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities,the construction of which could cause significant environmental effects? No Impact. No new or expansion of existing of existing storm water drainage facilities would result or be required as part of the proposed Project. 4) Have sufficient water supplies available to serve the Project from existing entitlements and resources, or are new or expanded entitlements needed? No Impact. The proposed Project would not require the provision of new water supplies. Water entitlements and resources would not be impacted by the proposed Project. No impacts to water supplies would occur. 5) Result in a determination by the wastewater treatment provider which serves or may serve the Project that it has adequate capacity to serve the Projects projected demand in addition to the provider's existing commitments? No Impact. The proposed Project is part of the OCSD's CIP and is a part of collection system improvements identified in the OCSD's April 2006 Strategic Plan Update, which included capacity analysis of the trunk sewer system. In particular, the proposed collection system improvements were identified to address existing and projected deficiencies in the regional trunk sewer system. Because the proposed Project is specific to existing and projected deficiencies in the regional trunk sewer system, it would not result in an impact associated with wastewater treatment capacity. No impacts to wastewater capacity due to projected demand would occur. 6) Be served by a landfill with sufficient permitted capacity to accommodate the Project's solid waste disposal needs? Less Than Significant Impact. Debris and solid waste may be generated during construction of the proposed Project and would be transported to an approved solid waste disposal facility. Based on the small quantity of material, the proposed Project is not expected to affect the capacity of existing landfills. Impacts to landfill capacity would be less than significant. 1108640.1 A-56 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist 7) Comply with federal, state, and local statutes and regulations related to solid waste? No Impact. Solid waste produced by the proposed Project would be disposed of at a properly permitted facility in accordance with federal and state laws. Mitigation Measures No new mitigation measures for utilities and service systems are proposed and none are identified in the PEIR. New Environmental Effects No new environmental effects would occur. 1108640.1 A-57 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A-Initial Study Checklist R. Mandatory Findings of Significance Significance Criteria Potentially Less Than Leas Than Resource Category I Significance Criteria Significant Slgnfflcardwkh act Mitigation Im Significant No Impact Im P Incorporated Pact Would the Project: 1. Does the Project have the potential to degrade the ❑ ® ❑ ❑ quality of the environment,substantially reduce the habitat of a fish or wildlife species,cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? 2. Does the Project have impacts that are individually ❑ ® ❑ ❑ limited, but cumulatively considerable?("Cumulatively considerable"means that the incremental effects of a Project are considerable when viewed in connection with the effects of past projects,the effects of current projects,and the effects of probable future projects)? 3. Does the Project have environmental effects which ❑ ® ❑ ❑ would cause substantial adverse effects on human beings,either directly or indirectly? PEIR The PEIR determined that rehabilitation of the NHP Trunk Sewer Project would not have biological or cultural resource impacts. The PEIR concluded that construction-related noise and construction-related road closures would be significant and unavoidable, and these conclusions would remain in the context of reasonably foreseeable future projects identified for the study area. Construction mitigation measures would reduce adverse effects to human beings to less than significant levels. Checklist Review The proposed Project is consistent with the project analyzed in the PEIR. Construction measures included in the PEIR would be used to mitigate Project impacts. Mitigation Measures Mitigation measures are identified in the respective sections of this Initial Study Checklist. New Environmental Effects No new environmental effects would occur. 1108640.1 A-58 2-72B Newhope-Placentia Trunk Sewer Replacement Appendix A—Initial Study Checklist References California Department of Conservation, Division of Land Resource Protection 2012 Farmland Mapping and Monitoring Program. Orange County Important Farmland. Available at: http://www.conseNation.ca.gov/dlrp/fmmp/Pages/county info.asox. California Department of Transportation(Caltrans) 2015 California Scenic Highway Mapping System website.Available at: htto://www.dot.ca.aov/ha/LandArch/scenic highways/. Site accessed July 5, 2016. City of Anaheim 2004 City of Anaheim General Plan. May. HELIX Environmental Planning, Inc. (HELIX) 2017a Air Quality and Greenhouse Gas Emissions Technical Report. March. 2017b Biological Resources Letter Report for the Newhope-Placentia Trunk Sewer Replacement Project. March. 2017c Newhope-Placentia Trunk Sewer Replacement Project—Cultural Resources Study. March. 2017d Acoustical Analysis Report for the Newhope-Placentia Trunk Sewer Replacement Project. March. Lee&Ro, Inc. 2016 Technical Memorandum No.4: New Trunk Lines Design Approach. May 20. Ninyo& Moore 2016 Technical Memorandum 4, Preliminary Geotechnical Evaluation, Newhope-Placentia Trunk Sewer Replacement. February 25. Orange County Sanitation District 2007 Program Environmental Impact Report, Collection System Improvement Plan. SCH No. 2006101018. Prepared by Integrated Program Management Systems (IPMS). March. South Coast Air Quality Management District(SCAQMD) 2015 SCAQMD Air Quality Significance Thresholds. March.Available at: htto://www.aamd.gov/dots/default-source/cega/handbwk/scegmd-air-guality- significance-thresholds.pdf?sfvmn=2 2009 Mass Rate Localized Significance Thresholds Look-up Tables. October. Available at: htto://www.agmd.gov/dots/default-source/cega/handbwktlocalized-signif cance- thresholds/appendix-c-mass-rate-Ist-look-up-tables.odf?sfvmn=2 2008 Draft Guidance Document—Interim CEQA Greenhouse Gas(GHG)Significance Thresholds. October 1993 CEQA Air Quality Handbook(as amended). 1108640.1 A-59 PART A CONTRACT AGREEMENT C-CA-090817 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS.................................................................1 SECTION -2 MATERIALS AND LABOR................................................................4 SECTION -3 PROJECT ........................................................................................5 SECTION -4 PLANS AND SPECIFICATONS.......................................... ..... 5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION.................. ..5 SECTION -6 TIME IS OF THE ESSENCE ............................................................6 SECTION -7 EXCUSABLE DELAYS.....................................................................6 SECTION -8 EXTRA WORK.................................................................................7 SECTION -9 CHANGES IN PROJECT.............................. ...................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY....... ...............................8 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................8 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS...........................................................................................10 SECTION - 13 COMPLETION................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS...�..............................................................13 SECTION - 16 INSURANCE..................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION......................................................24 SECTION - 18 TERMINATION...............................................................................24 SECTION - 19 WARRANTY...................................................................................24 SECTION -20 ASSIGNMENT................................................................................25 SECTION -21 RESOLUTION OF DISPUTES........................................................25 SECTION -22 SAFETY& HEALTH.......................................................................26 SECTION -23 NOTICES.......................................................................................26 C-CA-090817 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. 2-72B & 2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT "B" & FULLERTON SEGMENT "C ') THIS AGREEMENT is made and entered into, to be effective, this April 25, 2018, by and between , hereinafter referred to as"CONTRACTOR"and the Orange County Sanitation District, hereinafter referred to as"OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 1 of 27 A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions— Definitions. 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), if attached as a Contract Document I. Plans and Specifications—in these documents the order of precedence shall be: I. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 2 of 27 a. Figured dimensions on the Contract Documents shall govern. Dimensions not specked shall be as directed by the ENGINEER. Details not shown or specked shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 3 of 27 Plans or Specifications, the matter shall be immediately submitted to OCSD's ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION— 2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT-C") Page 4 of 27 SECTION — 3 PROJECT The Project is described as: CONTRACT NO. 2-72B & 2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B" & FULLERTON SEGMENT"C") SECTION-4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. 2-72B&2.72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT "B" & FULLERTON SEGMENT"C") Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION—5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed" sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within nine hundred thirty three (933)calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes thirty five (35)calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 5 of 27 SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION—7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 6 of 27 SECTION —8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. SECTION-9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)"and "OWNER Initiated Changes". C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 7 of 27 SECTION—10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of as itemized on the Attached Exhibit"A". Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices'), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C') Page 8 of 27 demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. "Retention Amount" for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 9 of 27 Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities." SECTION—12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." SECTION-13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00)and when twenty-five percent(25%)or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. General Prevailing Rate: C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 10 of 27 OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: qoedions 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars($30,000.00) or more. E. Workdav: C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 11 of 27 In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sea.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight(8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration: Record of Wages: Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1726.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). G. Labor Compliance Program C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C') Page 12 of 27 CONTRACTOR certifies by the execution of this Contract that it shall comply with the Labor Compliance Program requirements in accordance with Section 1771.5 of the Labor Code and as established by OCSD. SECTION—15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent(100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION—16 INSURANCE C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT-C-) Page 13 of 27 CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion". Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes", the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD premises/worksite without possessing the required insurance coverage. C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 14 of 27 CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties'), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Twenty Million Dollars ($20,000,000) per occurrence and a general aggregate limit of Twenty Million Dollars ($20,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Twenty Million Dollars ($20,000,000) per occurrence and a general aggregate limit of Twenty Million Dollars ($20,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, 'Warranty (CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 15 of 27 C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT-C") Page 16 of 27 Either(1)a combined single limit of Ten Million Dollars ($10,000,000) and a general aggregate limit of Ten Million Dollars ($10,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2)Ten Million Dollars ($10,000,000) per person for bodily injury and Five Million Dollars ($5,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 17 of 27 performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. 6. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least Two Million Dollars ($2,000,000) and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C') Page 18 of 27 made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. 7. Railroad Protective Liability Insurance and Coverage in Other Policies: a. Railroad Protective Liability Insurance: CONTRACTOR must maintain "Railroad Protective Liability" insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equal coverage) on behalf of Union Pack Railroad Company as named insured, with a limit of not less than Two Million Dollars ($2,000,000) per occurrence and an aggregate of Six Million Dollars ($6,000,000). b. Railroad Coverage in Other Policies: CONTRACTOR must arrange for CONTRACTOR's other insurance policies to be endorsed to delete any exclusions for construction or demolition operations on or within 50 feet of a roailroad, by utilization of form CG 24 17 10 01 ("Contractual Liability— Railroads") or equivalent. c. CONTRACTOR's Obligations in Sanitation District's Contract: CONTRACTOR must comply with any and all insurance requirements stated in the Contract between the Sanitation District and Union Pacific Railroad Company that may apply to CONTRACTOR. 8. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 19 of 27 B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10) days prior written notice by certified C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C') Page 20 of 27 mail, return receipt requested. Should there be material changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, or to have its insurance broker/agent send to OCSD a certified letter describing the material changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20)days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty(20)days written notice. Further, OCSD will C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 21 of 27 require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured"on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C') Page 22 of 27 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Railroad Protective Liability Insurance and Coverage in Other Policies a. Railroad Protective Liability Insurance Form CG 00 35 12 04 b. Contractual Liability— Railroads Form CG 24 17 10 01 5. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement 6. Pollution Liability Endorsements There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT-B-&FULLERTON SEGMENT-C-) Page 23 of 27 additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. SECTION-17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION— 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. Except as modified by the Special Provisions for the City Of Anaheim Water Project Work identified as Bid Items No. 10a, 10b, 11 a, 11 b, 12 and 13, the CONTRACTOR guarantees for a C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 24 of 27 period of at least one (1)year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion"that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2) one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT"C") Page 25 of 27 arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION-22 SAFETY& HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin &Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: Copy to: Mark Trautwein, President C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT-C') Page 26 of 27 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: By Printed Name Its CONTRACTOR's State License No. (Expiration Date— ) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-090817 CONTRACT NO.2-72B&2-72C NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT (ANAHEIM SEGMENT"B"&FULLERTON SEGMENT-C-) Page 27 of 27 OPERATIONS COMMITTEE Melting Date TOBE.Or Dir. B4/o4/18 oa/zs/1B AGENDA REPORT ItemNumber IemNumber s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: HEADWORKS REHABILITATION AND EXPANSION AT PLANT NO. 1, PROJECT NO. P1-105 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of$2,103,104 (12%)to the Professional Design Services Agreement with Carollo Engineers for the Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, for a total contingency amount of$3,856,000 (22%). BACKGROUND The Headworks facilities at Orange County Sanitation District (Sanitation District) Plant No. 1 include the original facilities built and modified between the 1950s and 1960s (used for emergencies), and the normally operated facilities which entered service in 1989. Headworks Rehabilitation and Expansion at Plant No. 1, Project No. P1-105, is a complete renovation of the existing headworks, including demolition of obsolete portions. The project must maintain wastewater flow in active portions of the headworks while rehabilitation work is performed. There are 83 isolation/diversion gates which must be used to isolate or redirect flow during construction. Due to their age and severely corrosive conditions, the existing gates may be compromised to the point that many are either no longer operable or could become stuck in the wrong position if moved. If, during construction, an essential gate could not be operated to accommodate safe personnel entry or to divert flow during construction, the Sanitation District would be at risk for the cost to work around the problem, potentially long schedule delays, associated stand-by equipment and crews, as well as extended overhead charges from the contractor. For a construction contract of this size, delay costs could be significant. To determine which gates will be usable for construction isolation, and which ones will require prior repair, an inspection program is recommended before the larger construction project is advertised for bids. This inspection program requires complex confined space entries and, in some cases, a complete shutdown of the Headworks facilities. Since the majority of the cost to inspect the gates is to safely access the gates(isolate, pump down, clean the gate and surrounding structure, and monitor the atmosphere) during the inspection, it would also be highly advisable to perform any spot repairs that can be conducted during the short window when the gate has been isolated. This inspection program would involve both professional services to plan the inspection and Contractor services to execute the plan and support confined space entries and perform spot repairs. Page 1 d 3 Additionally, the information gathered during the inspection effort will be used to improve the future contract drawings and entry procedures. RELEVANT STANDARDS • Ensure the public's money is wisely spent • 24/7/365 treatment plant reliability PROBLEM A significant risk of unknown condition change orders and potential project delays exist as these gates have not been regularly operated. The gate inspection program is not part of the Design Consultant's Scope of Work and the cost is estimated to be approximately $1.6 million, which is well beyond what the original Professional Design Services Agreement (PDSA) contingency was intended to cover. There is no other practical contractual mechanism to perform this work since the active involvement of the design consultant is critical. PROPOSED SOLUTION Utilize the PDSA contract to perform this inspection and evaluation during the design phase, including additional funding for minor maintenance or repairs while access to the gates is available. Performing this work early will reduce the risk associated with potential delays during the large-scale P1-105 construction effort due to unknown conditions. TIMING CONCERNS The condition assessment will evaluate what work is needed to assure the gates are in operating condition and will also make minor repairs to extend the gate life. Completing this work prior to the construction contract being bid for construction will provide the Sanitation District with a greater confidence that the gates are operable, reducing potential risk of costly delays and change orders during construction. RAMIFICATIONS OF NOT TAKING ACTION Not approving this contingency increase will prevent the gate assessment work from being completed prior to construction contract being advertised for bids, which will increase the risk of change orders for unknown conditions and increase operational risk of gate failures. PRIOR COMMITTEE/BOARD ACTIONS May 2015 - Approved a Professional Design Services Agreement (PDSA) with Carollo Engineers to provide engineering design services for the Headworks Rehabilitation and Expansion at Plant 1, Project No. P1-105, for an amount not to exceed $17,528,957, and approved a contingency of$1,752,896 (10%). Page 2 d 3 ADDITIONAL INFORMATION N/A CEQA This project was originally determined to be Categorically Exempt and a Notice of Exemption was filed on April 29, 2014. Following completion of evaluation studies by the design consultant, changes were made to the proposed project which warranted conducting an Initial Study to verify the appropriate CEQA documentation requirement. An Initial Study is nearing completion. The preliminary conclusion is that an addendum to the 1999 Strategic Plan Environmental Impact Report (SCH #97101065) will be required. FINANCIAL CONSIDERATIONS This item has been budgeted (FY 2017-18 Update, Page A-9), and the budget is sufficient for the recommended action. Date of Aooroval Contract Amount Contlnaencv 05/27/15 $17,528,957 $1,752,896 (10%) 04/25/18 $2,103,104(12%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A DC:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meng Dat0 TOBE. Dir. B4/ltio4118 o4/zs/1OfB AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: BATTERY STORAGE SYSTEM AT PLANT NO. 1, PROJECT NO. FE17-03 GENERAL MANAGER'S RECOMMENDATION Approve a ten-year Energy Management Services Agreement with Advanced Microgrid Solutions, Inc. to provide, install, and operate a battery energy storage system and upgrade the associated power feed cables at Plant No. 1. BACKGROUND The Orange County Sanitation District (Sanitation District) generates electricity and also purchases electricity from Southern California Edison on a time-of-use tariff. The tariff for purchased electricity includes an energy component measured in kilowatt-hours and a demand component measured in kilowatts. The demand charge is based on the highest 15-minute power demand in a calendar month for various times of day. The on-peak demand charge in the summer can be 25 to 40 percent of the total monthly bill. The Sanitation District minimizes peak demand charges by reducing power usage and generating more power during peak periods by using natural gas. Southern California Edison has a Local Capacity Requirements incentive program that incentivizes two preselected and competing vendors to install battery energy storage systems downstream of power meters for large customers to reduce peak-hour demands by using power stored during off-peak periods. Staff solicited proposals from the two competing vendors to install a battery energy storage system at Plant No. 1. The system would be installed by the vendor at no cost to the Sanitation District. The vendor would recover their investment through Southern California Edison subsidies, and by Sanitation District reimbursement of a negotiated fraction of the power savings actually realized. RELEVANT STANDARDS • Efficiency efforts reduce the cost to provide the current service level or standard • Ensure the public's money is wisely spent Page 1 of 4 PROBLEM Southern California Edison charges can be reduced by installing a battery energy storage system to supply power during peak rate periods, and recharge during off-peak periods. The Sanitation District could install a system itself, but Southern California Edison Local Capacity Requirements subsidies would not be available. PROPOSED SOLUTION Approve an Energy Management Services Agreement with Advanced Microgrid Solutions, Inc. (AMS) to provide, install, maintain, and operate a battery energy storage system at Plant No. 1. The size of the proposed system would require replacement of two existing power feeder cables, which the vendor would replace under this agreement. The Sanitation District would pay a service fee for this cable based at the time the system is put into service, based on a negotiated unit rate of cable replaced. This initial service fee would not exceed $393,000. This initial service fee would be charged to the Battery Storage System at Plant No. 1, Project No. FE17-03. The existing cables that would be replaced are approximately 25 years old and are nearing the end of their useful life. Other than the initial service fee, the Sanitation District would incur no obligation to compensate AMS until a specified threshold savings of $392,702 per year has been realized. The Sanitation District would pay AMS 50% of any actual savings beyond the threshold. TIMING CONCERNS Southern California Edison's Local Capacity Requirements incentive program for AMS requires that the system be operational by the end of 2018. Without these subsidies, the terms of this agreement would be much less favorable. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District would not realize energy savings resulting from battery energy storage. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District requested proposals for the Battery Storage System at Plant No. 1, Project No. FE17-03, on January 19, 2018, from AMS and Stronghold Engineering, Inc. teamed with Stem, Inc. AMS and Stem are the two vendors selected by Southern California Edison for the Local Capacity Requirements incentive program. Page 2 of 4 Proposals from both vendors were received on March 7, 2018. Proposals were reviewed by the following Sanitation District staff: Mike Dorman Engineering Manager Natasha Dubrovski Principal Contract Administrator Negotiation conference calls were conducted with each vendor to answer the Sanitation District's questions and better understand how the vendors sized their battery energy storage system, agreement terms, and projected savings. The two vendors provided very different payment terms. AMS proposed a system where the Sanitation District would receive all the savings from the battery system up to the expected annual savings threshold value and share half of the actual power savings with AMS above the threshold value. Thus, if only expected savings were realized, there would be no payment due to AMS from the Sanitation District. AMS can offer this arrangement because of Southern California Edison subsidies. The AMS proposal includes two battery system sizing options, one sized at 2,600 kW and another at 4,550 W. The larger system would result in greater savings, but requires more space on the site and replacement of the existing power feeder cables from Central Generation to Power Building 6 due to age, since they are over 25 years old, and need for a larger size. In contrast, the Stronghold/Stem proposal includes a fixed annual service fee, with a provision that if actual savings are less than the service fee, Stronghold/Stem would reduce their fee to the actual amount saved. The following table shows the range of battery system sizes proposed by AMS, annual service fees, and estimated annual net savings for the Sanitation District. Vendor System Annual Estimated Comments Size Service Sanitation District Kw Fee Net Savings AMS 2,600 $0 $287,000 50/50 split above estimated savings AMS 4,550 $0 $393,000 50/50 split above estimated savings AMS's proposal, with the 4,550-kW battery system option, provides the largest estimated net savings to the Sanitation District. Their proposed expected annual savings threshold provides them with an incentive to exceed their net savings estimates to obtain the 50/50 split. Staff recommends that AMS be selected based on their battery system size and agreement, which provides the most value to the Sanitation District. CEQA The project is exempt from CEQA under the Class 3 categorical exemption set forth in California Code of Regulations section 15303 and the Class 11 categorical exemption set Page 3 of 4 forth in California Code of Regulations section 15311. Section 15303 (Class 3) exempts from CEQA the "construction and location of limited numbers of new, small facilities or structures: installation of small new equipment and facilities in small structures" and "Examples of this exemption include but are not limited to: (d) Water main, sewage, electrical, gas and other utilities (a) Accessory structures including garages, carports, patios, swimming pools, and fences." Section 15311 (Class 11)exempts from CEQA the "construction, or placement of minor structures accessory to (appurtenant) existing commercial, industrial, or institutional facilities:" The project involves the installation of a battery energy storage backup system to serve as a backup power source at Plant No. 1. The new system can be characterized as a small facility or structure under the Class 3 categorical exemption, or as a minor structure appurtenant to existing industrial facilities under the Class 11 categorical exemption. The project, therefore, qualifies for an exemption under CEQA Guidelines section 15303 (Class 3 categorical exemption) and CEQA Guidelines section 15311 (Class 11 categorical exemption) and no further action is required. A Notice of Exemption will be filed with Orange County Clerk-Recorder following the Board approval of the Energy Management Services Agreement. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. The Sanitation District's costs to implement the project include the initial service fee along with staff time to manage and inspect implementation, and some minor legal costs. These costs will be charged to the sub-project titled Battery Storage System at Plant No. 1, Project No. FE17-03 which was created under the master budget for Facilities Engineering Program - Plant, (Budget Update FY 2017-18, Appendix A-9, M-FE-Plant) and the budget is sufficient for the recommended action. Once the system is in service, any payments made to AMS resulting from savings exceeding the contractual threshold values would be offset by those savings. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Energy Management Services Agreement MD:JM:dm:gc Page 4 d4 ENERGY MANAGEMENT SERVICES AGREEMENT This ENERGY MANAGEMENT SERVICES AGREEMENT ("Agreement") is made as of ( ,201](the"Effective Date"),by and between Orange County Sanitation District,a("Host"),and Advanced Microgrid Solutions,Inc.,a Delaware corporation("Provider")and,together with Host,the"Parties,"and each a "Party"), on the following terms and conditions. Capitalized terms not otherwise defined shall have the meanings in Schedule 5,Defined Terms. 1. Energy Storage Sysmm. Provider will install an electric energy storage system,together with all associated meters, switches, conduits, foundations, and other technology, equipment, software, and related components (an "Enemy Storage System"), at the Premises to provide Energy Management Services (defined in Section 2 below)to Host at a location owned by Host(each a"Property"). The size and location of the Energy Storage System are identified in Schedule l (Energy Storage System,Premises,and Property). 2. Energv Management Services. Following the Commercial Operation Date and continuing for the remainder of the Term,Provider will provide the following services(collectively,the"Energy Management Services") to Host at the Properly: 2.1 Cost Savings. Provider will utilize the Energy Storage System to provide Cost Savings, including,as applicable,by capturing the differential between high-cost and low-cost energy prices,reducing demand charges,and other similar services that Provider has agreed to provide using the Energy Storage System; 2.2 Energy Analytics and Portfolio Planning. Using historic,current,and forecasted load data, Provider will use its software platform to analyze energy and equipment data at the Property where the Energy Storage System is in operation to identify opportunities and recommend strategies to (a) improve energy efficiency, (b) optimize energy resources,and(c)reduce greenhouse gas emissions. Provider may implement such recommendations upon mutual agreement with Host; 2.3 Network Operations Center Monitoring. Provider will provide Host with access to an energy management web portal that will display Host's energy usage,kWh throughput for the Energy Storage System, peak demand reduction enabled by the Energy Storage System,and estimated Cost Savings on a billing period and annual basis;and 2.4 24/7 System Monitoring. Provider will,at its own expense,install an internet connection and/or telephone line for remote monitoring of the Energy Storage System, and will monitor the operation and performance of the Energy Storage System,24 hours per day and 7 days per week in a manner compliant with Host's IT security policy and standards. 3. Fees and Payments. In consideration for the Energy Management Services, following the Commercial Operation Date and continuing for the remainder of the Term, Host will pay Provider the amounts set forth in Schedule 2(Cost Savings and Service Fees),attached in this Agreement. 4. Term. The initial term of this Agreement("Initial Term')will commence on the Effective Date and will continue for a period of ten (10) years following the Commercial Operation Date, unless sooner terminated pursuant to the terns and conditions of this Agreement;provided,however,by written notice delivered to Host prior to the expiration of the Initial Term,Provider shall have the right to extend the Initial Term by up to six(6)months (the"Short-Term Extension")as necessary for Provider to align the expiration of the Initial Term with the expiration of the term under any Utility Services Agreement. If Host does not exercise its Purchase Option as provided in Section 7 below,Provider will have two(2)options to extend the tern of this Agreement(the"Extension Options')each for (5)years (each an"Extension Term"),which Extension Options may be exercised by written notice to Host no later than thirty(30)days prior to the expiration of the Initial Term or the first Extension Term,as applicable. As used herein, the "Term"means the Initial Tem (as may be extended by the Short-Term Extension) together with each applicable Extension Term. 1 5. Utility Services. In addition to providing the Energy Management Services to Host,Provider will have the right to utilize the Energy Storage System to provide Utility Services to a Local Electric Utility,Control Area Operator, or other Person,shared between the Parties pursuant to a written agreement, separate and apart from this Agreement. Provider agrees that the provision of the Utility Services will not unreasonably impact or disrupt the Property, or excuse Provider from its obligation to provide the Energy Management Services, and Host agrees that during the Term, it will not sell, assign, subscribe, pledge, provide, or commit the electrical load of the Property (including by participation in any demand response programs) to any Person other than Provider, sell any Utility Services orparticipate in any Utility Services programs other than with Provider,or engage or utilize any Person other than Provider to provide services that are the same as or similar to the Energy Management Services. Notwithstanding the foregoing to the contrary, Provider will be solely entitled to all income and benefits from, and will be solely responsible for all costs and obligations for, any Utility Services sold or provided under any Utility Services Agreement entered into by Provider prior to the Effective Date,including the DRESAs. 6. Incentives. The Parties shall cooperate in applying for any grants, credits, or other Incentives (including,without limitation,SGIP)that Provider elects to pursue and are(or during the Term,may become)available and are applicable to the Energy Storage System(or any part thereof),the electrical load at the Property,or otherwise applicable to the provision of the Energy Management Services. Unless otherwise agreed by the Parties in writing, Provider shall be solely responsible for the cost and expense of applying for, and shall be entitled to all revenue, credits,and benefits from,any Incentives,and in the extent Host or its Affiliates acquires any right,title,interest,or possession in or to such Incentives,Host and/or its Affiliates agree to promptly transfer,assign,and deliver the same to Provider. 7. Purchase Option. Upon at least one(1)year prior written notice to Provider,so long as Host is not in breach or default of this Agreement,effective as of the expiration of the Initial Tenn,Host may purchase all(and not less than all) of the Energy Storage System by paying the Purchase Option Price to Provider (the "Purchase Option'). If Host exercises the Purchase Option pursuant to this Section 7, then upon Provider's receipt of the Purchase Option Price,title to the Energy Storage System shall transfer to Host as of the expiration of the Initial Term pursuant to a written agreement, separate and apart from this Agreement, on an"as is, where is"basis without any warranty or guaranty for,or obligation to operate or support, the Energy Storage System or the performance of the Energy Storage System from Provider, except that Provider will assign any unexpired manufacturer's warranties associated with the Energy Storage System to Host to the extent assignable. Upon the completion of the purchase of the Energy Storage System by Host, this Agreement shall terminate, and Provider will have no further obligations under this Agreement, except for such obligations arising prior to the date of such termination. Following Host's purchase of the Energy Storage System pursuant to this Section 7,Host may engage Provider to continue to operate and support the Energy Storage System on behalf of Host pursuant to a written agreement, separate and apart from this Agreement,on terms and conditions acceptable to both Host and Provider. 8. Assignment. Neither Party may assign this Agreement without prior written consent of the other Party,which such consent shall not be unreasonably withheld,conditioned, or delayed,except that no consent shall be required in the following circumstances: (a)Provider assigns its rights and obligations under this Agreement to its Affiliate; (b) Host assigns its rights under this Agreement to any Person that becomes the fee title owner of the Property; or(c) Provider assigns any of its rights under this Agreement to any Provider Financing Party or to any Person in connection with a change of control of Provider(or its Affiliates)or any merger,sale of substantially all of Provider's assets,or other similar transaction undertaken by Provider and/or its Affiliates. Any assignment described in the foregoing clauses (a), (b), and (c) of this Section 8 shall be effective only if(i)the assigning Parry provides written notice of such assignment to the other Party, and(it)the assignee or transferee agrees in writing to perform and assume all obligations of the assigning Party under this Agreement. Any attempted assignment in violation of the foregoing shall be null and void. In the event of any assignment undertaken in accordance with this Section 8, the assigning Party will be released from all of its liabilities and other obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. 9. Schedules. The following schedules are incorporated into this Agreement by this references: (a) Schedule 1 (Energy Storage System, Premises, and Property), (b) Schedule 2 (Cost Savings and Service Fees), (c) Schedule 3 (Insurance), (d) Schedule 4 (General Terms and Conditions), (e) Schedule 5 (Defined Terms), and (f) Schedule 6(Prohibited Resources Attestation). To the extent there is any conflict between the terms and conditions 2 of any of the schedules and exhibits, and the terms of the main body of this Agreement,the terms and conditions of the main body of this Agreement shall control. [Signatures On Following Page] 3 IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Energy Management Services Agreement as of the day and year first above written. PROVIDER [ 1, a Delaware By: Name: Title: Address for Notices: Advanced Microgrid Solutions,Inc. c/o Kenzel Hagaman 25 Stillman Street, Suite 200 San Francisco,CA 94107 Email: notices@advmicmgrid.com With a copy(which shall not constitute notice)to: Alston&Bird LLP Attn: David Revell,Esq. 333 South Hope Street,Sixteenth Floor Los Angeles,CA 90071 Email:david.revelt@alston.com HOST [ 1, a By: Name: Title: Address far Notices: Email: With a copy(which shall not constitute notice)to: Email: [Signature Page to Energy Management Services Agreement] 4 SCHEDULEI ENERGY STORAGE SYSTEM,PREMISES,AND PROPERTY This SCHEDULE 1 (Energy Storage System,Premises, and Property)("Schedule 1'), is attached to,and a part of,that certain Energy Management Services Agreement, dated [ , 20l___J (the"Agreement'),by and between Orange County Sanitation District, a ("Host"), and Advanced Microgrid Solutions, Inc., a Delaware corporation("Provider'). Capitalized terms used but not otherwise defined in this Schedule 1 shall have the meanings ascribed to them elsewhere in the Agreement. 1. Property. The address of the Property is: 10844 Ellis Ave,Fountain Valley,CA 92708. 2. Premises. The address of the Premises is: 10844 Ellis Ave, Fountain Valley, CA 92708, and is depicted on Exhibit A,attached to this Schedule 1. Prior to the Commercial Operation Date,the Parties may agree to revise Exhibit A attached to this Schedule 1,by a written amendment to the Agreement. 3. Delivery Service Account Name&Number. The time and account number for the delivery service account at the Property is: Orange County Sanitation District/2-20-253-3931. 4. Energy Storage System Size. The nameplate size of the Energy Storage System is approximately: kW, kWh. 5. Prohibited Resources Certificate. Upon the execution of the Agrecment, Host shall provide a Prohibited Resources Attestation with respect to the service account(s) associated with the Property in the form attached as Schedule 6. 6. Scheduled Downtime. Host discloses the following estimated maintenance requirements at the Premises and the impact thereof: Premises Name Scheduled Downtime 5 days per 12kV switchgear box(Bus A and Box B)every two(2)years to allow OCSD to perform routine maintenance during off peak months.Anticipate 10 days/year(non-peak 10844 Ellis Ave. months)for Cen Gen 12kV switchgear Bus B to allow shutdowns for interfacing with Fountain Valley, construction projects.Anticipate 3 days/year(non-peak months)for Power Building 6 12kV CA 92709 switchgear Bus A to allow shutdowns for interfacing with construction projects.Downtime will occur during non-peak months as defined by Host's tariff.Host will attempt to have all Downtime periods during weekends or outside the Sam-6 m time frame. [End of Schedule 1,Energy Storage System,Premises,and Property] 5 EXHIBIT A TO SCHEDULE 1 PREMISES ADD DESIGNS [See Attached] 6 SCHEDULE2 COST SAVINGS AND SERVICE FEES This SCHEDULE 2(Cost Savings and Service Fees)('Schedule 2"),is attached to,and a part of,that certain Energy Management Services Agreement,dated[ ,201 ] (the"Agreement'),by and between Orange County Sanitation District,a("Host"),and Advanced Microgrid Solutions,Inc.,a Delaware corporation(`Provider'). Capitalized terms used but not otherwise defined in this Schedule 2 shall have the meanings ascribed to them elsewhere in the Agreement. 1. Minimum Guaranteed Cost Savings. The "Minimum Guaranteed Cost Savings' shall mean the amount of S per Term Year, subject to any applicable Adjustments. Following the conclusion of each Tear Year,Provider will calculate the Cost Savings and Adjustments to the Minimum Guaranteed Cost Savings (if any)for the prior Term Year, and provide such calculations(along with reasonable supporting documentation)to Host. If Provider fails to provide Cost Savings in an amount equal to at least the Minimum Guaranteed Cost Savings (subject to any applicable Adjustments)for a Term Year,then within ninety(90)days following the expiration of such Term Year, Provider shall pay Host the amount equal to the difference between the Minimum Guaranteed Cost Savings (subject to any applicable Adjustments) and the Cost Savings for the prior Term Year, provided that the amount payable by Provider to Host shall not exceed the total Energy Services Fee received by Provider for such Tern Year. If the Agreement is terminated early,except due to a Default Event by Provider,Provider's obligations in this section will not apply to the Tern Year in which the Agreement is terminated. 2. Energy Services Fee. Commencing an the Commercial Operation Date, and continuing through the remainder of the Term, Host shall pay Provider the Energy Services Fee in the amount of[$ 1 per month("Energy Services Fee'). 3. Performance Bonus. If in any Term Year, the aggregate Cost Savings is in excess of $ (subject to applicable Adjustment,the`Bonus Threshold'),Host shall pay Provider an amount equal to %of the amount by which Cost Savings exceeds the Bonus Threshold within ninety(90)days after the end of such Term Year 4. Additional Defined Terms. As used herein,the following terms have the following meanings: 4.1 "Adiustment'means the proration,reduction,and/or adjustment,as reasonably determined by Provider, of the Minimum Guaranteed Cost Savings and Bonus Threshold, to reflect the effect of any of the following events (the "Adiustment Events'') that limit the ability of Provider to provide Cost Savings or Energy Management Services during some or all of a Term Year: An Energy Storage System (or any portion thereof) has not been installed and/or has not commenced operations; • Any theft,destruction,or damage affects the Energy Storage System; • The sale,foreclosure,or other transfer of ownership of the Property; • A Disruption Period occurs; • A Change In Law occurs; • A Default Event occurs with respect to the Host or its Affiliates; • Host or its Affiliates fails to provide access to any Property as required by the Agreement; • A Force Majeme Event occurs; • There is a change in the energy one, energy delivery rate, and/or tariff or rate schedule applicable to the Property, and/or a deviation in the load profile at the Property, that has a detrimental impact on Provider's ability to provide Cost Savings; • There is a reduction in the installed capacity of the Energy Storage System;or • The Energy Storage System or the Property(or the electrical load at the Property)fails to qualify for or obtain some or all of the benefits under any anticipated Incentives and/or Provider Financing Benefit. 4.2 `Billing Period(s)' means each of the consecutive monthly time periods during which Provider calculates Cost Savings for the Property. 7 4.3 `Cost Savings" means, for each Billing Period, the difference between (a) the imputed electrical energy costs and demand charges at each utility service account where the Energy Storage System is in operation,assuming that the Energy Storage System was not operating,and(b)the actual electrical energy costs and demand charges for each utility service account where the Energy Storage System is in operation. Cost Savings shall be calculated by Provider using data from the meter installed in connection with the Energy Storage System,the utility meter at the Property, and the tariffed rates applicable to the Property. Notwithstanding the foregoing, if for any reason Cost Savings are less than zero,Cost Savings shall be deemed to be zero. 4.4 "Term Year" means twelve (12) consecutive Billing Periods beginning with the first Billing Period commencing on or after Commercial Operation Date;provided,however,the last Term Year may not have a full twelve(12)month time period. [End of Schedule 2, Cost Savings and Service Fees] 8 SCHEDULE3 INSURANCE [NOTE TO DRAFT—THIS IS PROVIDERS STANDARD FORM. IT WILL BE UPDATED BASED ON OCSD'S REQUIREMENTS WITH ANY UPDATES AGREED TO BETWEEN THE PARTIES] This SCHEDULE 3(Insurance)("Schedule 3"),is attached to,and a part of,that certain Energy Management Services Agreement, dated [ , 201J (the "Agreement"), by and between Orange County Sanitation District,a("Host"),and Advanced Microgrid Solutions,Inc.,a Delaware corporation("Provider"). Capitalized terms used but not otherwise defined in this Schedule 3 shall have the meanings ascribed to them elsewhere in the Agreement. 1. Provider Insurance. During the Term, Provider shall(or shall require its contractors to)maintain the following coverages with limits not less than the following amounts: 1.1 Commercial General Liability Insurance covering the insured against claims of bodily injury,personal injury,property damage(including loss of use thereof), and sudden and accidental pollution arising out of Provider's operations at the Property with limits of liability not less than the following(provided that such limits may be reached through any combination of primary and excess and/or umbrella coverages): $1,000,000 each occurrence,and$2,000,000 general aggregate; 1.2 Property Insurance covering loss or damage to the Energy Storage System,which shall be written on an"all risks"of direct physical loss or damage basis for the full replacement cost value. Coverage shall include fire and other peril including,but not limited to,vandalism and malicious mischief,theft,and explosion; 1.3 Automobile LiabilityInsurance with limits of liability not less than the following(provided that such limits may be reached through any combination of primary and excess and/or umbrella coverages): $1,000,000 each accident for owned(if any),hired or non-owned vehicles;and 1.4 To the extent Provider has any employees,(a)Employer's Liability Insurance with limits of liability not less than the following(provided that such limits may be reached through any combination of primary and excess and/or umbrella coverages): $1,000,000 each accident, $1,000,000 disease for each employee, and $1,000,000 disease-policy limit,and(b)Worker's Compensation Insurance to the extent required by Applicable Law. Provider will provide Host with a certificate of insurance referencing the above insurance requirements,and Provider will notify Host within thirty(30)days following the cancellation of any insurance coverage except for ten (10) days' notice for non-payment of premium required of Provider. The insurance required in be maintained by Provider pursuant to this Section 1 may be carried under master insurance policies so long as such policies comply with this Section 1. 2. Host Insurance. During the Term,Host shall maintain the following coverages with limits not less than the following amounts: 2A Commercial General Liability Insurance covering the insured against claims of bodily injury,personal injury,property damage(including loss of use thereof),and sudden and accidental pollution arising out of Provider's operations at the Property with limits of liability not less than the following(provided that such limits may be reached through any combination of primary and excess and/or umbrella coverages): $1,000,000 each occurrence,and$2,000,000 general aggregate; 2.2 Property Insurance covering the physical loss or damage(including the loss of use)to the Premises,Property,and any other real or personal property owned or controlled by Host,which shall be written on an "all risks"of physical loss or damage basis for the full replacement cost value and shall include coverage for damage or other loss caused by fire or other peril including,but not limited to,vandalism and malicious mischief,theft, and explosion; 9 2.3 Automobile Liability Insurance with limits of liability not less than the following(provided that such limits may be reached through any combination of primary and excess and/or umbrella coverages): $1,000,000 each accident for owned(if any),hired or non-owned vehicles; 2.4 To the extent Host has any employees,(a) Employer's Liability Insurance with limits of liability not less than the following(provided that such limits may be reached through any combination of primary and excess and/or umbrella coverages): $1,000,000 each accident, $1,000,000 disease for each employee, and $1,000,000 disease-policy limit,and(b)Worker's Compensation Insurance to the extent required by Applicable Law; and 2.5 Umbrella or Excess Liability Insurance, written on follow form basis for the policies identified in Section 2.1 (including sudden and accidental pollution),Section 2.3,and Employer's Liability Insurance in Section 2.4(a)above,and with limits of liability not less than$5,000,000.00. Host shall name Provider as an additional insured on all policies required herein(except property insurance under Section 2.2),and include a waiver of subrogation in favor of Provider on all policies shown above(including property insurance under Section 2.2). The Commercial General Liability Insurance policy and Automobile Liability Insurance policy shall be primary and non-contributory,and the Umbrella or Excess Liability Insurance policy shall be non-contributory. The General Liability, Auto Liability, and Umbrella or Excess Liability policies shall include appropriate separation of insured language. Host hereby waives all rights and claims against Provider for losses covered by any insurance policies required to be carried by Host under this Section 2, and waives all rights of subrogation of its insurers,provided such waiver of subrogation shall not affect the right of Host to recover thereunder. Host will provide Provider with a certificate of insurance referencing the above insurance requirements which will contain a thirty(30)day notice of cancellation to Provider except for ten(10)days for non-payment of premium. [End of Schedule 3,Insurance] 10 SCHEDULE4 GENERAL TERMS AND CONDITIONS This SCHEDULE 4(General Terms and Conditions)("Schedule "),is attached m,and apart of,that certain Energy Management Services Agreement,dated[ 1201] (the"Agreement"),by and between Orange County Sanitation District,a("Host"),and Advanced Microgrid Solutions,Inc.,a Delaware corporation(`Provider'). Capitalized terms used but not otherwise defined in this Schedule 4 shall have the meanings ascribed to them elsewhere in the Agreement. 1. Property Information. To enable Provider to provide the Energy Management Services,Host agrees to provide Provider with the following information: (a)copies of electric utility bills and invoices for the Property received during the Term and for the twelve(12)months immediately prior to the start of the Term,(b)an executed letter or agreement,in form reasonably acceptable to Provider,allowing Provider(and/or its Affiliates)to access all electric utility bills,utility account information, and other Host information and meter data concerning Hoses utility service accounts for the Property,and to act as Host's sole and exclusive agent and aggregator with respect to such accounts for the duration of the Term,and(c)access to the electrical panels and other electrical systems,and associated operating requirements,at the Premises and the Property relevant to the Energy Storage System. During the Term, Provider will be permitted to measure, and Host shall provide Provider with access to, real-time telemetered data associated with the energy usage,energy and utility services,and energy delivery costs at each Property,and Provider or Provider's contractors may use copies of such data for their business purposes,including marketing and publicity, provided that any general public disclosure of such data shall be done in a way that Host's identity is not,and cannot through reasonable efforts,be determined 2. Invoicing. Following the Commercial Operation Date,and continuing through the remainder of the Term,Provider will provide to Host a monthly invoice for the amounts owed by Host under the Agreement. Host shall pay such amounts to Provider,without offset,abatement,or reduction on an agreed day of the month(the"Due Date"),no later than thirty(30)days following receipt of such invoice. Any amounts invoiced that are not paid by the Due Date shall accrue interest at the monthly rate of one and one-half percent(1.5%)(but not to exceed the maximum rate permitted by Applicable Law). At Provider's written request, Host shall pay all amounts owed to Provider hereunder to a Provider Financing Party designated by Provider. If Host in good faith disputes an Invoice,Host shall provide Provider with a written explanation specifying in detail the basis for the dispute,and Host shall pay the entire invoice including the amount in dispute no later than the Due Date. All disputes shall be resolved as provided in Section 16.7 of this Schedule 4, and if any amount disputed by Host is determined not to be owed, Provider shall promptly refund such amount to Host or provide a credit on the Host's next invoice. 3. Provider Conditions. Notwithstanding any provision of the Agreement to the contrary, the obligations of Provider to provide the Energy Management Services pursuant to the Agreement are expressly conditioned upon the satisfaction in full of all of the conditions set forth in this Section 3(the"Provider Conditions"), and Provider shall have the right to terminate the Agreement if at any time during the Term any of the Provider Conditions are no longer completed or satisfied on terms satisfactory to Provider. Following the Effective Date,the Parties agree to exercise commercially-reasonable efforts,and work together in good faith,to complete and satisfy the Provider Conditions with respect to the Property,Premises and/or Energy Storage System. The Provider Conditions are: 3.1 The Premises shall be sufficient to accommodate the installation and operation of the Energy Storage System without any unanticipated material increase in the cost of construction or operation; 3.2 Provider shall have determined that there are no conditions (including Adverse Environmental Conditions)or construction requirements that could reasonably be expected to materially increase the coat of installation or operation of the Energy Storage System at the Premises,or damage or adversely affect the safe operation and monitoring of the Energy Storage System or the provision of the Energy Management Services; 3.3 The Parties shall have agreed on a final Energy Storage System Design as provided in Section 4.1 of this Schedule 4; 11 3.4 Host's interconnection services shall be adequate in support the Energy Storage System, or such interconnection services can be upgraded at a cost satisfactory to Provider; 3.5 The rights of Provider to access,occupy,and use the Premises and the Property pursuant to the terms of the Agreement shall be in full force and effect with no circumstance known to either Party reasonably likely to result in a material default or breach of such rights; 3.6 Host shall have obtained all third-party consents necessary in consummate the transactions contemplated by the Agreement,excluding the Governmental Approvals that Provider will obtain pursuant to Section 4.2 of this Schedule 4; 3.7 Provider shall have obtained commitments sufficient to finance the construction,operation, and removal of the Energy Storage System in accordance with the Agreement; 3.8 Host shall have provided the Required Financing Documents; 3.9 There has been no material adverse change in the electricity rates,rate categories,utility tariffs, load profile at the Property, coats to Host of obtaining electricity at the Property, regulatory environment, Incentives,or Applicable Law(including the expiration of any Provider Financing Benefits)that could reasonably be expected to adversely affect the economics of the Agreement for Provider and its lenders or investors;and 3.10 Fee simple ownership of the applicable Premises or Property has not been transferred to a Person other than an Affiliate of Host,including any transfer by sale,foreclosure,condemnation,or otherwise. 4. Construction ofEnerg Storage Svatem. Subject to Section 3(Provider Conditions)ofthis Schedule 4,Provider shall,at its sole cost and expense,install(or cause a properly licensed contractor to install)and operate an Energy Storage System at the Premises. 4.1 Desien. Provider shall deliver to Host a proposed layout and design for the Energy Storage System (the "Energy Storage System Design"), and Host shall have ten (14) business days to provide reasonable approval of,or provide reasonable comments to,such Energy Storage System Design. If applicable,Provider shall prepare a revised Energy Storage System Design addressing Host's comments,which Host shall approve within five (5)business days of its receipt thereof. 4.2 Permits. Provider shall be responsible, at its sole cost, for obtaining all Governmental Approvals for(a)the installation,operation,maintenance,and removal of the Energy Storage System at the Premises, and (b) the provision of Utility Services under any Utility Services Agreement, in each case from applicable Governmental Authorities,and from time to time during the Term,Host shall reasonably cooperate with Provider in obtaining all such Governmental Approvals as requested by Provider. 43 Specifications; Installation Date. The Energy Storage System shall be installed in compliance with the Energy Storage System Design,Applicable Laws,and applicable Governmental Approvals in all material respects (the "Specifications"). Provider will coordinate construction with Host so as to minimize unreasonable disruption to Host's business operations at the Property. Host shall provide sufficient space at or new the Premises as is reasonably necessary for the temporary storage and staging of tools,materials,and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary for the installation, construction, maintenance, repair, and removal of the Energy Storage System. Provider will provide notice to Host when the Energy Storage System has been substantially installed, and Host shall have an opportunity to inspect such installation to confirm that the Energy Storage System was installed in accordance with the Specifications. 4.4 Meters. Provider may use the existing meters at the Premises and the Property in connection with the Energy Storage System and providing the Energy Management Services,and Provider may install and maintain one or more additional utility-grade kilowatt-hour(kWh)meters for the measurement ofelectrical energy to and from the Energy Storage System. Host acknowledges that Provider shall be the sole owner ofall data generated 12 by the meter(s) installed with the Energy Storage System, and Provider will make such data available to Host upon request. 4.5 No Contractor Liens. Provider shall not incur, assume, or suffer to be created by any contractor, subcontractor, materialman, or other supplier of goods or services of or to Provider any lien or encumbrance of any kind against the Premises or Property(generally,a"Contractor Lien"),and in case of any such Contractor Lien, Provider shall cause such Contractor Lien in be discharged of record or bonded over in an amount sufficient to cover such lien within forty-five(45)days after Provider has notice that such Contractor Lien has been filed. 4.6 Operations. Provider shall have the right to operate, maintain,replace,update, upgrade, repair,and remove the Energy Storage System in accordance with the Agreement and Applicable Law. 4.6.1 Host shall (a)promptly notify Provider if it becomes aware of any damage to or loss of the use of the Energy Storage System or any event or circumstance that could reasonably be expected to adversely affect the Energy Storage System or the Energy Management Services,including,without limitation,any power outages or computer outages, and (b) immediately notify Provider if it becomes aware of any event or circumstance that poses an imminent risk to human health,the environment,the Energy Storage System,the Property, orthe Premises. Provider shall not have any responsibility or liability for any aspect of the electrical system not owned or operated by Provider,including any portion thereof which affects the function or performance of the Energy Storage System. Host shall not interfere with, modify, or disturb the Energy Storage System or any equipment,facilities,or other personal property of Provider without the prior written consent of Provider. Host shall be responsible for maintaining the physical security of the Premises and Energy Storage System. Host will not conduct,allow,or permit activities on, in,or about the Premises,or in close proximity to the Premises or Energy Storage System,that have a reasonable likelihood of causing damage, impairing, or otherwise adversely affecting the Premises and/or Energy Storage System. 4.6.2 As set forth under Section 6 in Schedule 1 (Energy Storage System,Premises,and Property)of this Agreement(the`Scheduled Downtime"),Host has disclosed to Provider that the electric load at the Premises will be reduced for annual maintenance. Once maintenance is scheduled by Host, Host shall promptly provide Provider with at least two weeks advance notice of the time period in which it will perform such annual maintenance,the duration of the maintenance and any shutdown,and whether Provider may use such time period to maintain and repair the Energy Storage Systems. Provided Host satisfies the notice obligations set forth in this Section 4.6.2,the Scheduled Downtime shall not be considered a Disruption Period. 4.7 Removal. Provided Host has not exercised the Purchase Option,within one hundred eighty (180)days following the expiration of the Term,or the earlier termination of the Agreement(the"Removal Period'), Provider shall remove the Energy Storage System at no cost to the Host. In connection with any such removal, Provider shall restore any portions of the Premises damaged or disturbed in connection with such removal,other than (a)incidental and subsurface hardware(all of which may remain at the Premises)and(b)reasonable wear and tear. Provider shall leave the Premises in neat and clean condition. Host shall cooperate with Provider as reasonably necessary to facilitate the removal of the Energy Storage System. 4.8 Access. During the Tenn,Host shall provide access to the Premises and the Property at no cost to Provider as reasonably necessary for Provider (a) to design, construct, install, interconnect, test, operate, inspect,maintain,repair,replace,remove, and decommission the Energy Storage System,(b)to provide the Energy Management Services,(c)to sell,provide,make available, and deliver the Utility Services,(d)obtain the rights and benefits under the Incentives, (e) obtain all Governmental Approvals in connection with the foregoing, and (f) undertake other actions reasonably related to the foregoing. 4.9 Premises. Subject to the terms and conditions of the Agreement,Host hereby leases the Premises to Provider,and Provider hereby leases the Premises from Host. Host hereby grants to Provider,and Provider hereby accepts from Host,a non-exclusive license to access,ingress,egress,occupy,and use the Property(generally, the"Licensed Area'')as reasonably necessary for the Permitted Use (defined below), including to interconnect and disconnect the Energy Storage System to the electrical panels and systems at the Property,install meters,run conduits, 13 and such other purposes reasonably related to the foregoing and the Permitted Use. For all purposes set forth in the Agreement,the Licensed Area shall be considered a part of the Premises. Provider may use the Premises only for the purposes set forth in the Agreement (the `Permitted Use"), including, without limitation, (a) to design, construct, install, interconnect,test,operate,inspect,maintain,repah, replace,remove,and decommission the Energy Storage System, (b)to provide the Energy Management Services,(c)to sell,provide,make available,and deliver the Utility Services,(d)obtain the rights and benefits under the Incentives,(e)obtain all Governmental Approvals in connection with the foregoing,and(f)undertake other actions reasonably related to the foregoing.Subject to its compliance with the terms and conditions of the Agreement, Provider shall have quiet possession and enjoyment of the Premises in accordance with the terms and conditions of the Agreement Provider will comply with all reasonable rules and regulations promulgated from time to time by Host with respect to the Premises and the Property,provided,that such rules and regulations apply to all tenants,licensees,and other occupants of the Property on a non-discriminatory basis, and such rules and regulations do not prohibit or unreasonably interfere with Provider's rights and obligations under the Agreement. 5. Taxes:Utilities. Provider shall pay all personal property taxes assessed against or levied upon the Energy Storage System and all other personal property of Provider located on each Premises and/or Property. Provider shall not be responsible for any real property taxes, insurance costs,utilities, or common area maintenance or repair fees,costs,taxes,or expenses associated with the Premises or Property,including,without limitation,any electricity provided to charge the Energy Storage System,electricity discharged from the Energy Storage System,or any sales taxes payable on amounts paid by Host to Provider hereunder. Host will provide electricity (including, without limitation,as necessary to charge,operate,and monitor the Energy Storage System),water,heating,ventilating,and air conditioning,and other utilities to the Premises at the levels reasonably required for Provider's Permitted Use of the Premises at no cost or expense to Provider. 6. Default:Remedies. If any Party commits a Default Event,or a Default Event occurs with respect to any Party(such Party,the"Defaulting Party'and the other Parry,the`Non-Defaulting Party''),then subject to the limitations set forth in this Schedule 4 and the Agreement,the Non-Defaulting Party shall be entitled to terminate this Agreement and exercise any right or remedy available to it under Applicable Law,including,without limitation,the right to specific performance and injunctive relief. 7. Representations and Warranties. 7.1 Mutual Representations. Effective as of the Effective Date, each Party represents to the other Party that(a)such Party is duly organized,validly existing,and in good standing under the laws of the state of its formation; (b) the execution and delivery by such Party of, and the performance of its obligations under, the Agreement have been duly authorized by all necessary action,and do not and will not require any further consent or approval of any other Person;(c)such Party has full right and authority to enter into the Agreement,and the Agreement constitutes a legal,valid and binding obligation enforceable against such Party in accordance with its terms,except as may be limited by applicable bankmptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors'rights generally;(d)except as disclosed by either Party in writing to the other, there is no litigation,action,proceeding,or investigation pending or,to the best of its knowledge,threatened against such Party before any court or other Governmental Authority by, against,affecting,or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out, satisfy, and complete its obligations under the Agreement;(e)such Party's execution and performance of its obligations under the Agreement do not and will not constitute a material breach of any tern or provision of, or a default under (i) any contract, agreement, or Governmental Approval to which it is a party or by which it its or property is bound, (ii) its organizational documents, or (iii) any Applicable Laws; (D such Party's execution and performance under the Agreement do not and will not require any consent from a third party,including any Governmental Approvals from any Governmental Authority, other than (with respect to Provider) such Governmental Approvals required to construct, operate, repair, maintain, and decommission the Energy Storage System, sell and provide the Energy Management Services and Utility Services,and obtain the rights and benefits under the Incentive programs; and(g) except as set forth in written notice to the other Party,such Party has not had any dealings with any broker or agent in connection with the negotiation of the Agreement,and no broker or agent is entitled to a commission,consultants fee, facilitation fee,or its equivalent in connection with the Agreement. 14 7.2 Host Representations&Warranties. Effective as of the Effective Date, Host represents and warrants to Provider that: (a) except as disclosed by Host to Provider prior to the Effective Date, Host is the owner of,and holds fee title to,the Property and Premises and there are no existing leases,Mortgages or other interests in or liens upon the Property or the Premises that could attach to the Energy Storage System, (b)Host has provided Provider(i)written notice of all Governmental Approvals or other restrictions imposed under Applicable Laws with respect to the use of the Property or the Premises that could adversely affect the construction and operation of the Energy Storage System and the provision of the Energy Management Services, and(ii) copies of all environmental reports,studies,data,or other information relating to the use of the Properly or Premises by Provider within the Hoses possession or control, (c) except as disclosed to Provider in writing,no Property or Premises contains any Adverse Environmental Condition, and(d)Host has obtained all approvals from any affected tenants and other occupants at the Property or Premises,any Mortgage holder,or any other third party necessary for Host to perform its obligations under the Agreement,including,without limitation,providing Provider with access to, and the use of,the Premises pursuant to the Agreement,and shall maintain such rights and approvals during the Term and any Removal Period. 8. Indemnification. Provider shall indemnify, defend, and hold Host, its Affiliates and their shareholders, members, directors,managers, officers, employees,and agents harmless from and against any and all third-party claims, losses, damages, injuries, liabilities, costs, and expenses (collectively, "Claims') to the extent resulting from or arising out of(a)Provider's breach of the Agreement,and(b)the gross negligence,fraud,or willful misconduct of Provider or its employees,contractors,or agents,except to the extent that such Claims result from the negligence, fraud, or willful misconduct of Host, or its employees, contractors, or agents. Host shall indemnify, defend, and hold Provider, its Affiliates and their shareholders,members, directors,managers, officers, employees, and agents harmless from and against any and all third-party Claims to the extent resulting from or arising out of(x) Host's breach of the Agreement,and(y)the gross negligence, fraud,or willful misconduct of Host or its employees, contractors,or agents, except to the extent that such Claims result from the negligence,fraud,or willful misconduct of Provider,or its employees,contractors,or agents. A Parry's defense obligations in Section 8 are contingent upon the indemnified Party promptly notifying the indemnifying Party in writing of such Claim and promptly tendering the control of the defense of such Claim to the indemnifying Party. Each indemnified Party shall cooperate with the indemnifying Party,at the indemnifying Pary's expense,in defending or settling the Claim. Any indemnified Party may join in the defense of such Claim with counsel of its choice at its own expense. An indemnifying Party may not, without the prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed) of the inderrmified Party, settle, compromise, or consent to the entry of any judgment regarding an indemnified Claim, the defense of which has been assumed by the indemnifying Party. No Party shall settle,compromise,or consent to the entry of any judgment regarding any Claim for which it is entitled to indemnification from the other Party hereunder without the prior written consent of the indemnifying Party. 9. LIMITATION OF LIABILITY. 9.1 NO CONSEQUENTIAL DAMAGES. EXCEPT FOR ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 15 (CONFIDENTIALITY) BELOW, AND WITHOUT LIMITING THE AMOUNTS EXPRESSLY OWED BY EITHER PARTY TO THE OTHER HEREUNDER, INCLUDING PURSUANT TO SCHEDULE 2 ATTACHED TO THE AGREEMENT AND SECTION 13 OF THIS SCHEDULE 4,NEITHER PARTY,ITS AFFILIATES, CONTRACTORS,AGENTS, OR EMPLOYEES, SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY,OR OTHERWISE,OR DAMAGES RELATING TO LOSS OF USE, PROFITS, BUSINESS, REPUTATION, FINANCING, REVENUE, POWER, INFORMATION, OR DATA, OR THE COST OF CAPITAL, OR SUCH DAMAGES BASED ON A PARTY'S THIRD PARTY CONTRACTS ARISING OUT OF THEIR PERFORMANCE OR NON-PERFORMANCE HEREUNDER EVEN IF ADVISED OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, AMOUNTS PAYABLE BY PROVIDER AND/OR ITS AFFILIATES UNDER ANY UTILITY SERVICES AGREEMENT, OR ANY INCENTIVE NOT RECEIVED BY PROVIDER OR ITS AFFILIATES,OR LOSS OF THE ENERGY STORAGE SYSTEM WILL BE DEEMED"DIRECT"DAMAGES FOR WHICH RECOVERY WILL NOT BE BARRED BY THE AGREEMENT,INCLUDING THIS SECTION 9.1. 9.2 DISCLAIMER. PROVIDER DOES NOT MAKE,AND HEREBY DISCLAIMS,ANY AND ALL WARRANTIES, WHETHER EXPRESS (OTHER THAN AS EXPRESSLY SET FORTH IN THE 15 AGREEMENT,INCLUDING THIS SCHEDULE 4), IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, WITH RESPECT TO THE ENERGY STORAGE SYSTEM AND THE ENERGY MANAGEMENT SERVICES. PROVIDER DOES NOT WARRANT THAT THE ENERGY STORAGE SYSTEM WILL BE ERROR-FREE OR THAT OPERATION OF THE ENERGY STORAGE SYSTEM WILL BE SECURE OR UNINTERRUPTED. HOST ACKNOWLEDGES THAT THE ENERGY STORAGE SYSTEM IS NOT TO BE USED IN CONNECTION WITH ANY APPLICATION WHERE FAILURE COULD LEAD TO A LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE,AND PROVIDER SHALL HAVE NO LIABILITY FOR USE IN SUCH CONTEXTS. 10. Provider Financing-Related Provisions. 10.1 Ownership. Provider shall be the sole owner of(and Host hereby disclaims any ownership in) all right, title, and interest in and to (a) the Energy Storage System (including all alterations, additions, or improvements made thereto, and to all personal property of Provider used in connection with the installation, operation,maintenance,repair, and monitoring of the Energy Storage System)and the Provider Financing Benefits, and(b)except as otherwise expressly provided in the Agreement,the Utility Services,the Utility Service Agreements, and the Incentives. Host agrees to reasonably cooperate with Provider to secure the benefits of the foregoing and shall, at the request of Provider, execute such documents or agreements and take such actions as are reasonably necessary to fulfill this intent. Each of Host and Provider agree that Provider(or its permitted assignee)shall be the tax owner of the Energy Storage System and all tax filings and reports will be filed in a manner consistent with the Agreement,and Host will not take the position on any tax return or in any other filings suggesting that it is anything other than a recipient of the Energy Management Services hereunder. Host acknowledges and agrees that (i) the Parties intend that the Energy Storage System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code and shall not be,and shall not be deemed to be,real property or any fixture to real property, and (if) Provider will have the right to make (and Host hereby consents, and agrees to cooperate,with the making and perfecting of)any filings to defend and protect Provider's right, title,and interest in and to the Energy Storage System, including any precautionary fixture filings and financing statements in each case solely with respect to the Energy Storage System. If there is any mortgage or fixture filing against the Premises or the Property which could reasonably be consumed as attaching to the Energy Storage System as a fixture of the Premises,Host agrees to provide,at Provider's request,a disclaimer or release from such lien holder. 10.2 No Liens. Host shall not directly or indirectly do or permit any act or omission that gives rise to any lien,encumbrance,or security interest on or with respect to any Energy Storage System,or with respect to any equipment, materials, or other assets of Provider, or any interest therein. For purposes of clarity, subject to Provider's rights of quiet enjoyment with respect to the Premises,nothing herein shall restrict Host from granting or maintaining a lien,mortgage,deed of trust,or other collateral interest(generally,a"Mortgage,"and the holder thereof, a"Mortgagee")with respect to the Premises or Property(other than with respect to the Energy Storage System or any equipment, materials, or other assets of Provider). Within ten (10) days following Provider's request, Host shall disclose to Provider any existing ground or underlying leases (or occupancy agreements), Mortgages, security interests,or other similar liens upon the Property or the Premises, and within thirty (30)days following Provider's request,Host shall obtain and provide the Required Financing Documents. 10.3 No Electric Utility:Forward Contract. Host is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. Neither Party shall assert that Provider is an electric utility or public service company or similar entity that has a duty to provide service, is subject to rate regulation, or is otherwise subject to regulation by any Governmental Authority as a result of Provider's obligations or performance under the Agreement. If at any time as a result of any change in Applicable Laws,Provider would be subject to regulation as an electric utility or public service company(or its equivalent)by any Govemmental Authority by virtue of the Agreement,the Parties will use best efforts to restructure the Agreement so that Provider will not be subject to such regulation, while preserving for both Parties the substantive economic benefits conferred hereunder. The transaction contemplated under the Agreement constitutes a"forward contract" within the meaning of the United States Bankruptcy Code,and the Parties further acknowledge and agree that each Party is a"forward contract merchant"within the meaning of the United States Bankruptcy Code. 16 10.4 Host as Governmental Authority. If Host is a Governmental Authority, (a)all payments by Host hereunder are not subject to appropriations,and in the event any payment hereunder is or becomes subject to any appropriation,Host shall use its best efforts to appropriate the funds necessary to satisfy its payment obligations hereunder,and shall not discriminate between such obligations and its other obligations with respect to payments for necessary services,and(b)any failure of Host to make any payment as and when due under the Agreement as a result of any non-appropriation shall constitute a Default Event by Host. If Host is a Governmental Authority, Host represents that it has fully complied with all procurement,public bidding,and public agency contracting requirements under Applicable Law applicable to the Agreement. 10.5 Taking Damage. Host shall promptly provide written notice to Provider of any commencement,or notice of commencement,of any proceeding in respect of any foreclosure by a Mortgagee of any Premises or Property, or a temporary or permanent condemnation or taking(or private purchase in lieu thereof)by any Governmental Authority in its exercise of the right of condemnation or eminent domain of any Premises or Property. If any portion of the Premises or an Energy Storage System is damaged, lost, impaired, or destroyed, in whole or in part, by reason of fire, flood, or other casualty (a "Casual "), Host shall give prompt notice of such Casualty to Provider. If Host decides,in its reasonable discretion,to restore the Premises,and such restoration requires the removal,re-installation or repair of the Energy Storage System, Provider shall, at Host's expense,perform such removal, re-installation, or repair of the Energy Storage System and continue to perform the Energy Management Services through the remainder of the Term in accordance with the Agreement. In the event the Premises are not,or will not be,restated within six(6)months after the date of such Casualty,Provider may terminate the Agreement upon written notice to Host. 10.6 Notice to Provider Financins Parties. Concurrently with its delivery to Provider,Host will deliver copies of all notices of breach,default,termination,and Default Events to any Provider Financing Party that Provider has theretofore provided the time and address to Host. No such notice will be effective absent delivery to the Provider Financing Parties. Host will not mutually agree with Provider to cancel, modify, or terminate the Agreement without the written consent of the Provider Financing Parties. At Provider's request,Host agrees to amend or modify the Agreement to include provisions which may reasonably be requested by a Provider Financing Party; provided,however,that such amendments or modifications do not materially impair any of Host's rights,or materially increase the burdens or obligations of Host,under the Agreement Upon Provider's request,Host shall execute such additional documents and instruments reasonably required by Provider's Financing Parties,at no material cost to Host. 10.7 Step-In Rights. Each Provider Financing Party shall be a third party beneficiary to Provider's rights under the Agreement. Upon a Default Event by Provider under the Agreement,or a breach or default by Provider under any agreement with a Provider Financing Party that is not cured within the applicable time period as provided therein,the Provider Financing Party thereof shall have the right,but not the obligation,by written notice to Provider and Host(a"Stec-In Notice")to enforce all of the rights and assume all of the obligations of Provider under the Agreement("Step-In Ric '), and Host hereby consents to the same. The Step-In Notice shall specify the date on which management of the rights and obligations shall transfer to the Provider Financing Party. Host and Provider shall reasonably cooperate with the Provider Financing Party and provide all reasonable assistance to the Provider Financing Party to give effect to the terms of this Section 10.7,provided such reasonable cooperation will be at no material cost or expense to HosL If a Provider Financing Party exercises its Step-In Right, Provider shall no longer have the rights or obligations under the Agreement W the extent assumed by such Provider Financing Party. At any time after exercising the Step-In Right,a Provider Financing Party may, at its sole discretion, issue a written "Sten-Out Notice"to Provider and Host reinstating the rights and obligations to Provider and the date on which such rights shall be reinstated. For the time period during which a Provider Financing Party is exercising its Step-In Right, Host agrees to send all written notices required under the Agreement to such Provider Financing Party at the address specified in the Step-In Notice. In the event a Provider Financing Party forecloses on,and directly or indirectly has taken ownership and control of, the Agreement, at the request of such Provider Financing Party within ninety (90) days of such foreclosure,Host shall enter into a new or amended agreement with such Provider Financing Party in reflect the change in counterparty but which agreement shall otherwise have the same terms and conditions as the Agreement. 11. Estoppel Certificates. Within ten(10)business days following a request in writing by either Party, Host and Provider shall execute,acknowledge,and deliver to the requesting Party an estoppel certificate,in the form submitted by the requesting Party, indicating therein any exceptions thereto that may exist at that time, and which 17 shall also contain any other information reasonably requested by either Party or either Parry's actual or potential purchasers,assignees,successors,mortgagees,lenders,investors,creditors,or Provider Financing Parties. 12. Contractors Affiliates. Provider and Host shall each be permitted to use one or more Affiliates and/or contractors to perform any of its obligations under the Agreement;provided,however, each of Provider and Host shall continue in be responsible for all of its obligations under the Agreement, and the quality of the work performed by its Affiliates and contractors. 13. Disruption Period. In the event of a Disruption Period, in addition to any Supplemental Services Fee or other amounts owed by Host hereunder, Host shall (a) pay Provider for all work required by Provider in disassemble or move the Energy Storage System and to re-install,repair, and test the Energy Storage System, (b)if applicable,continue to pay the Energy Services Fee, and(c)reimburse Provider for any lost or reduced revenue or benefits from Utility Services, Incentives,and Provider Financing Benefits that are not delivered or received during the Disruption Period due to the reduced or non-operation of the Energy Storage System. 14. Force Majeure. If a Party is rendered wholly or partly unable to perform its obligations under the Agreement because of Force Majeure Event,it shall be excused from whatever performance is affected by the Force Majeure Event to the extent so affected and the time for performing such excused obligations shall be extended as reasonably necessary, provided that (a) the Party affected by such Force Majeme Event, as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure Event, gives the other Party prompt written or oral notice describing the event;(b)the suspension or extension of time for performance is of no greater scope and of no longer duration than is required as a result of the Force Majeure Event; and (c) the Party affected by such Force Majeure Event uses all reasonable efforts in mitigate or remedy its inability to perform as soon as reasonably practicable. Provider shall not be liable for any damage to the Property or Premises resulting from a Force Majeure Event. The Term shall be extended on a day for day basis to the extent the Energy Management Services and/or the provision of the Utility Services are suspended due to a Force Majeure Event. Notwithstanding anything herein to the contrary,the obligation to make any payment due under the Agreement shall not be excused by a Force Majeure Event. 15. Confidentiality. Each Party agrees(a)not to disclose the Confidential Information of the disclosing Party to any other Person,(b)to protect such Confidential Information from unauthorized use and disclosure with the same degree of care accorded to its own confidential and proprietary information(but no less than reasonable care), and (c) in refrain from using such Confidential Information, except in connection with the exercise of rights or performance of obligations under the Agreement. Notwithstanding the foregoing, a Party may provide the other Party's Confidential Information to (i) its officers, directors, members, managers, employees, agents, counsel, contractors, consultants, and Affiliates, in each case whose access is reasonably necessary to performance of the Agreement,and(ii)existing or prospective investors,lender a,and assignees of the Agreement;provided that any such Person under clauses(i)or(it)be bound by a written agreement or legal obligation restricting the use and disclosure of such Confidential Information at least as restrictive as provided herein. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Infomtation of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event,each Party shall be liable (with respect to the other Party) for any breach of this provision by any Person to whom that Party discloses the Confidential Information of the other Party. All Confidential Information shall remain the property of the disclosing Party and shall be returned in the disclosing Party or destroyed after the receiving Party's need for it has expired or upon the request of the disclosing Party. If disclosure of information is required by a Governmental Authority,the disclosing Party shall,to the extent permitted by Applicable Law,notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall cooperate with the other Party with its efforts to limit the disclosure to the maximum extent permitted by Applicable Law. 16. Miscellaneous. 16.1 Inteemtion. The Agreement,including all schedules and exhibits attached thereto(which are incorporated into the Agreement by this reference),is the complete agreement between the Parties with respect to the subject matter hereof,and supersedes all prior negotiations,representations,or agreements,whether oral or written. The Agreement may be modified and/or amended only by written instrument signed by both Parties. The captions or headings in the Agreement are strictly for convenience and shall not be considered in interpreting the Agreement. 18 16.2 Notices. All notices, demands, statements, designations, approvals, or other communications(collectively,"Notices")given or required to be given by either Parry to the other hereunder or by law shall be in writing and (a) sent by United States certified or registered mail, postage prepaid, return receipt requested(`Mail"),(b)delivered by electronic mail,(c)delivered by a nationally recognized overnight courier,or(d) delivered personally. Any Notice shall be sent, transmitted, or delivered, as the case may be, to the Parties at the appropriate address set forth on the signature page hereof,or to such other place as either Party may from time to time designate in a Notice delivered pursuant hereto. Any Notice will be deemed given(i)three(3)days after the date it is posted if sent by Mail,fit when an acknowledgement of receipt is received,if sent by electronic mail,(iii)the date the overnight courier delivery is made,or(iv)the date personal delivery is made. 16.3 Marketing'Publicity. Host authorizes Provider to make appropriate announcements of the Agreement and to include Hoses name and logo on Provider's website,company brochures,publications,and other marketing materials. 16.4 Invalidity of Particular Provisions. If any provisions of the Agreement,or the application thereof to any circumstances are held to be invalid or unenforceable,then the remaining provisions of the Agreement or the application thereof to other circumstances will not be affected thereby and will be valid and enforceable to the fullest extent permitted by Applicable Law. The failure of either Party to enforce any of the provisions of the Agreement,or the waiver thereof,shall not be construed as a general waiver or relinquishment on its part of any such provision,in any other instance or of any other provision in any instance. 16.5 Cooperation, Further Assurances. Upon the receipt of a written request from the other Party, each Party shall execute such additional documents, instruments, estoppels, certificates, and assurances and take such additional actions as are reasonably necessary and desirable to carry out the terms and intent hereof, including, but not limited to, disclosure of information, access to the Premises and the Property, or submission of permit applications. Neither Party shall unreasonably withhold,condition,or delay its compliance with any reasonable request made pursuant to this section. 16.6 Relationship of the Parties. The Parties have entered into the Agreement for the limited purpose set out herein and agree that Provider and Host (and their Affiliates) are acting solely as an independent contractors to each other. Nothing contained in the Agreement,nor any act of a Party in pursuing its rights or fulfilling its obligations pursuant to the Agreement are or will be construed as to create a partnership orjoint venture relationship between the Parties(and/or their Affiliates). 16.7 Disputes Arbitration. If a dispute arises between the Parties relating in the Agreement, and despite their good faith efforts,the Parties have not succeeded in negotiating a resolution of the dispute through an in-person meeting of the representatives of both Parties, the Parties may elect to appoint a mutually acceptable neutral Person not affiliated with either of the Parties to act as a mediator. In the event the mediation does not result in resolution of the dispute,or the Parties do not elect mediation,then,upon written notice to the other Party, either Party may file a request for binding arbitration to be governed by the then-current commercial arbitration rules of the Judicial Arbitration and Mediation Service("JAMS*)in effect at that time. In the event of any such arbitration,the non-prevailing Party shall be solely responsible for the cost and expense of the arbitrator. 16.8 Attorneys' Fees. In any action to enforce the terms of the Agreement,the non-prevailing party shall pay the prevailing party a reasonable sum for attorneys'fees in such suit,and such attorneys'fees shall be deemed to have accrued prior to the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. 16.9 Govemine Law. The Agreement, and any dispute concerning the Agreement, shall be governed by the laws of the State of California,without resort to its conflicts of law principles. 16.10 Counteroair .The Agreement,and each of the schedules and exhibits attached thereto,may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement, schedule, or exhibit, as applicable. The Agreement, and the schedules and exhibits attached thereto,may be duly executed and delivered by electronic,"pdf'delivery. 19 16.11 No Third Party Beneficiaries. Except as otherwise expressly provided herein, the Agreement, and all rights hereunder and thereunder are intended for the sole benefit of the Parties hereto,and shall not imply or create any rights on the part of,or obligations to,any other Person. [End of Schedule 4, General Terms and Conditions] 20 SCHEDULES DEFINED TERMS This SCHEDULE 5 (Defined Tema) (`Schedule 5"), is attached to, and a part of, that certain Energy Management Services Agreement,dated f ,201 ] (the"Aareennenf'),by and between Omnge County Sanitation District, a ("Host"), and Advanced Microgrid Solutions, Inc., a Delaware corporation (`Provider"). Capitalized terms used but not otherwise defined in this Schedule 5 shall have the meanings ascribed to them elsewhere in the Agreement. 1. Definitions. As used in the Agreement,the following terms shall have the following meanings: 1.1 "Adverse Environmental Conditions" means (a) any violation of, breach of, or non- compliance with any Environmental Laws affecting the Premises, other than a violation,breach,or non-compliance caused by Provider,and(b)any presence or release of,or exposure to,any Hazardous Substances at,to,on,in,under, or from the Property in violation of any Environmental Law,other than the presence,release,or exposure caused by Provider. 1.2 "Affiliate" as applied to either Party shall mean any Person that directly, or indirectly through one or more intermediaries,controls,or is controlled by,or is under common control with,such Party. 1.3 "Applicable Laws"means,with respect to any Person,the Property,the Premises,or the Energy Storage System, any laws, statutes, rules, regulations, ordinances, or requirements of any Governmental Authority having jurisdiction over such Person,Property,Premises,or Energy Storage System. 1.4 `Bankruptcy Event'means a Party(a)applies for or consents to the appointment of,or the taking of possession by,a receiver,custodian,trustee,or liquidator with respect to itself or of all or a substantial part of its assets;(b)admits in writing its inability,or be generally unable,to pay its debts as such debts become due;(e) makes a general assignment for the benefit of its creditors; (d) commences a voluntary case under any bankruptcy law;(e)files a petition seeking to take advantage of any other law relating to bankruptcy,insolvency,reorganization, winding up, or composition or readjustment of debts; (f) fails to controvert in a timely and appropriate manner, or acquiesced in writing,to any petition filed against such Party(or such Party's Affiliates)in an involuntary case under any bankruptcy law;or(g)takes any corporate or other action for the purpose of effecting any of the foregoing. 1.5 "Change In Law"means an amendment,modification,nullification,suspension,repeal,or other change of any Applicable Law(or any interpretation thereof)related to the Energy Storage System,the Energy Management Services, the Utility Services,the Incentives, the Provider Financing Benefits, the Agreement, and/or the rights and obligations of the Parties herein. 1.6 "Commercial Operation Date"means the date that Provider identifies in a written notice to Host that the Energy Storage System has been installed and constructed,all required Governmental Approvals for the commercial operation of such Energy Storage System have been obtained, and Provider has commenced, or will commence,the commercial operation of such Energy Storage System. 1.7 "Confidential Information"means any information(a)which is disclosed in written form regarding the Property, Premises, Energy Storage System, Utility Services, Energy Management Services, or Incentives,or the,financing,financial statements,rent rolls,policies,procedures,and/or other matters or details with respect to any of the foregoing, or(b)based on the content of the information and the circumstances of disclosure would be considered confidential by a reasonable person. Notwithstanding the foregoing,Confidential Information shall not include information that(i)becomes publicly available other than through the receiving Party,(ii)is required to be disclosed to a Governmental Authority under Applicable Law or pursuant to a validly issued subpoena(but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such requirement to the extent permitted by Applicable Law),(iii)is independently developed by the receiving Parry without use or reference to disclosing Party's Confidential Information,as shown by contemporaneous evidence,or(iv)becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. 21 1.8 `Control Area Operator"means a regional transmission operator or an entity responsible for managing the bulk power grid,including,without limitation,the California Independent System Operator. 1.9 "Default Event" shall mean the occurrence of any of the following: (a)the failure of a Party in pay any amount owed by such Party under the Agreement by the date due,and such failure continues for ten (10)business days after written notice from the other Party(a"Payment Failure");(b)a material breach by a Party of any of its representations or warranties,or a failure of a Party to substantially perform any material obligation(other than a Payment Failure),under the Agreement,which such breach or failure is not remedied within thirty(30)days following receipt of notice thereof from the other Party;provided,however, that if such breach or failure cannot be reasonably cured within the said thirty (30)day period notwithstanding good faith efforts to do so,such time period shall be extended for the time period required to reasonably cure such breach or failure,but not to exceed ninety(90) days;or(c)a Bankmptcy Event occurs with respect to a Party. 1.10 "Disruption Period" means the time period during which the operation, monitoring, or usage of the Energy Storage System is disrupted in whole or in part,or the Energy Storage System cannot be operated or monitored in whole or in part,as a result of a Host Act. 1.11 "DRESAs"means those certain(a)Demand Response Energy Storage Agreement,by and between Hybrid-Electric Building Technologies West Los Angeles I,LLC,and Southern California Edison Company, dated November 3, 2014, together with all amendments thereto, and/or (b) Demand Response Energy Storage Agreement, by and between Hybrid-Electric Building Technologies West Los Angeles 2, LLC, and Southern California Edison Company,dated November 3,2014,together with all amendments thereto. 1.12 "Environmental Law"means any Applicable Law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, or judgment, relating to the environment, health, safety, or Hazardous Materials, including without limitation,the Comprehensive Environmental Response,Compensation,and Liability Act of 1980,42 U.S.C. §§ 9601 et seq.;the Resource Conservation and Recovery Act,42 U.S.C. §§ 6901 et seq.;the Hazardous Materials Transportation Act,49 U.S.C.§§ I801 et seq.;the Clean Water Act,33 U.S.C. §§ 1251 et seq.;the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.;the Clean Air Act,42 U.S.C.§§ 7401 at seq.;the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.;the Atomic Energy Act,42 U.S.C. §§2011 et seq.;the Federal Insecticide,Fungicide and Rodenticide Act,7 U.S.C. §§ 136 et seq.;the Occupational Safety and Health Act,29 U.S.C. §§651 et seq.; 1.13 "Force Majeure Event" means the occurrence of any event or circumstance beyond the reasonable control of a Party which results in the failure or delay by such Party of the performance of its obligations under the Agreement(in full or in part),or the failure or reduced performance of the Energy Storage System,including as a result of any of the following: an act of God, war(declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance,military or guerilla action,banditry,terrorist activity or a threat of terrorist activity which,under the circumstances,would be considered a precursor to actual terrorist activity,acts of public enemy,economic sanction or embargo,epidemic,civil strike,work stoppage,slow-down,or lock-out or labor dispute,explosion,fire,volcanic activity,earthquake or seaquake,abnormal weather condition,action of the elements,hurricane,flood,lightning,wind, drought,peril of the sea,any action or order by a Governmental Authority,the delay of or failure to act on the part of any Governmental Authority, failure or unavailability of equipment, supplies,or products(but not to the extent that any such availability of any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable diligence),or Change In Law. 1.14 "Governmental Approvals"means all approvals,consents,franchises,permits,certificates, licenses, attestations, authorizations, studies, agreements, or other documentation required by any Governmental Authority,or required under any Utility Services Agreement,for the provision of the Energy Management Services and/or Utility Services, obtaining the Incentives, and/or the installation, operation, maintenance, monitoring, and removal of the Energy Storage System,including,without limitation,with respect to the interconnection of the Energy Storage System to the electric utility grid serving the Property and/or the Premises. 1.15 "Governmental Authority" means all applicable federal, state, county, or municipal government or other public,administrative,or regulatory body,including,any Local Electric Utility,any Control Area 22 Operator, and the California Public Utilities Commission, and excluding Host and its Affiliates to the extent applicable. 1.16 "Hazardous Substances"means(a)petroleum or petroleum products,natural or synthetic gas,asbestos in any form that is or could become friable,urea formaldehyde foam insulation,and radon gas;and(b) any substances defined as or included in the definition of"hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," `.toxic substances," `.toxic pollutants," "contaminants"or`pollutants,"or words of similar import,under any Applicable Law 1.17 "Host Acf' means (a)Host repairs, modifies, or alters the Property or Premises for any reason not directly related to damage caused by the Energy Storage System,and such repair,modification,or alteration requires the partial or complete disassembly,repair,modification,alteration,or removal of the Energy Storage System, (b)any act or omission of Host or Host's employees,Affiliates,tenants,licensees,agents,or contractors results in a disruption or outage of the Energy Storage System or denies Provider or its employees,contractors,or agents access to the Premises,Property,or Energy Storage System,or(c) a breach or default of the Agreement,or Default Event, by or with respect to Host or its Affiliates that is not cured following notice and within the time periods provided herein. 1.18 `Incentives" means any and all grants, credits, accelerated or bonus depreciation, installation or production-based incentives, investment tax credits, production tax credits, ancillary services or capacity products and subsidies, including, without limitation, SGH', and all other storage or energy subsidies, incentives, tax credits, grants, accelerated rights and benefits under Applicable Law related to the construction, ownership, generation, storage, capacity, or production of energy or other ancillary services or benefits from the Energy Storage System,performance of the Energy Management Services,and providing Cost Savings. 1.19 "Local Electric Utility" means local electric distribution owner and operator providing energy or electric distribution and interconnection services to Host at the Property. 1.20 "Person"means any utility,transmission,or distribution provider,individual,partnership, corporation, limited liability company, business trust,joint stock company, trust, unincorporated association,joint venture,firm,or other entity,or a Governmental Authority. 1.21 'Premises" means that certain real property owned by Host where the Energy Storage System will be installed, and includes the location of the interconnection facilities required to connect the Energy Storage System to the Property. The agreed-upon location of the Premises is set forth on Schedule 1 of the Agreement, which may be modified and amended from time to time upon the mutual,written agreement of the Parties. L22 "Provider Financing Benefits"means all rights,deductions,credits(including depreciation, installation, or production-based incentives, and invesment tax credits), grants, rebates, subsidies, payments, other benefits,reductions,offsets,and allowances and entitlements of any kind,however entitled or named,whether existing now or in the future,related to the installation,ownership,and operation of the Energy Storage System. 1.23 "Provider Financing Party"means a lender,creditor,lessor, lessee, investor,any party to the DRESAs,or other financing party of Provider. 1.24 "Purchase Option Price" means the amount, determined in Provider's reasonable discretion, equal to the greater of the following: (a)the amount that would be paid in an arms length, free market transaction, for cash,between an informed,willing seller and an informed,willing buyer, neither of whom is under compulsion to complete the transaction,taking into account,among other things,the age,condition,and performance of the Energy Storage System,provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition,and costs of removal from a current location shall not be a deduction from the valuation,and(b)the present value(using a discount rate of 8%)of all associated future income streams expected to be received from the operation of the Energy Storage System for the remaining useful life of the Energy Storage System, including, but not limited to, the sale of Utility Services, Incentives, expected price of 23 electricity, Providing Financing Benefits, accounting and tax-related credits, and avoided costs obtained from operating the Energy Storage System. 1.25 "Required Financing Documents" means (a) with respect to any ground or underlying lease, Mortgage, security interest, or other similar lien encumbering the Property or the Premises, either of the following as requested by Provider (i) a commercially-reasonable subordination, non-disturbance, and attomment agreement ("SNDA") containing a non-disturbance covenant for the benefit of Provider, or (ii) a commercially- reasonable access and equipment lien waiver agreement("Lien Waiver")containing a right to access the Property and the Premises and remove the Energy Storage System following a termination,foreclosure or other enforcement event, in each case,executed by,and in form and content reasonably acceptable to,Host,Provider,and the applicable lessor, grantor,Mortgagee,or lien holder,and in each case confirming that the applicable lessor,grantor,Mortgagee,or lien holder has no right, title, or interest in or to the Energy Storage System, (b) an estoppel certificate from Host, as provided in Section 11 of Schedule 4 attached to the Agreement,and(c)if Host is not the fee owner of the Property (or the Premises which is a part thereof),(i)a commercially-reasonable SNDA or Lien Waiver,in the form and content submitted by Provider, executed by the fee owner thereof, containing a non-disturbance covenant for the benefit of Provider and confirming that the fee owner has no right,title,or interest in or to the Energy Storage System,and(ii) as requested by Provider,an SNDA or Lien Waiver with respect to any Mortgage, security interest,or other similar lien encumbering the Property made by such fee owner. 1.26 "SLIP"means the Self Generation Incentive Program,as described in the California Public Utilities Commission Decision 14-12-033. For purposes of SGIP, the cost of the Energy Storage System is: 1.27 "Utility Services" means any products or services that the Energy Storage System can provide from time to time,including,without limitation,in connection with demand response programs,grid support, energy or capacity sales,frequency regulation,ancillary services,reactive power support,and capacity and resource adequacy benefits. 1.29 "Utility Services Agreement"means an agreement between Provider and a Local Electric Utility, Control Area Operator, or any other Person for the sale and provision of Utility Services, including the DRESAs. [End of Schedule 5,Defined Terms] 24 SCHEDULE6 FORM OF PROM] TED RESOURCES ATTESTATION [Advanced Microgrid Solutions,Inc.] [Hybrid-Electric Building Technologies West Los Angeles [1]1121,LLC] ("Provider') DemandProhibited Resources in The California Public Utilities Commission has issued rules limiting certain benefits for companies such as Provider that are aggregators of demand response systems where program host customers use Prohibited Resources forback- up generation during demand response events. Prohibited Resources include distributed generation technologies using diesel, natural gas, gasoline, propane or liquefied petroleum gas, in topping cycle CHP or non-CHP configuration. More information regarding restrictions on the use of Prohibited Resources in demand response programs can be found in CPUC Decision 16-09-056 dated September 29,2016. Under CPUC Rules and under the demand response energy services agreements between Provider and Southern California Edison Company,Provider is required to obtain this form from all of their customers. This form will supplement the existing leases, demand response agreements or other agreements currently in place among the parties. The undersigned representative hereby attests on behalf of the Customer to the accuracy of the information set forth on Exhibit A. Customer: Orange County Sanitation District Signature Date Printed Name Title 25 Exhibit A—Prohibited Resources 1. N0Prou Prohibited Resources are located of or associated with the following SCE Service Accounts: m Service Address SCE Service Account# *2. (a) The following SCE Service Accounts have Prohibited Resources that are located at or associated with the SCE Service Accounts, (b)such Prohibited Resources are permitted by an applicable governmental authority only to be used during an interruption ofthe electric service provided to each ofthe SCE Service Accounts by SCE, and(c)such Prohibited Resources will not be used during a dispatch of Provider's battery storage system associated with the SCE Service Accounts.- Service Address SCE Service Account# Type and Number of Nameplate Capacity(kW..)of Ali Prohibited Resources Prohibited Resources 3. Prohibited Resources are located at or associated with the following SCE Service Accounts but will not be used during a dispatch of Provider's battery storage system associated with the SCE Service Account. Service Address SCE Service Account# Type and Number of Nameplate Capacity(kW..)of All Prohibited Resources Prohibited Resources 'For clarity,please note that if Service Account has elected Atiesmtion#2 above,such Service Account shall not be prohibited from using a Prohibited Resource during an interruption afSCE's electric service even jfthe interruption occurs at the same time as a battery storage system dispatch. By: [Advanced Microgrid Solutions,Inc.] Electric Building Technologies West Los Angeles[I]/[2],LLC] Signature Date Printed Name Title 26 OPERATIONS COMMITTEE Meng Dat0 TOBE. Dir. aa/ltio4118 o4/zs/1OfB AGENDA REPORTItemNumber Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: REGIONAL ODOR AND CORROSION CONTROL SERVICES (ROCCS) PROGRAM, SPECIFICATION NO. C-2017-899BD GENERAL MANAGER'S RECOMMENDATION A. Receive and file bid tabulation and Notice of Intent to Award dated March 12, 2018 for the Regional Odor and Corrosion Control System (ROCCS) Program, Specification No. C-2017-899BD; B. Receive and file Pencco award protest statement dated March 12, 2018 for Specification No. C-2017-899BD; C. Receive and file Orange County Sanitation District's Protest Determination Letter dated March 15, 2018; D. Receive and file Pencco's Determination Response letter dated March 19, 2018; E. Award a Chemical Supplier Agreement to Hill Brothers Chemical Co, for the ROCCS Program, Specification No. C-2017-899BD, for the following chemical supply and dosing services for the period July 1, 2018 through June 30, 2019, with four (4) one-year renewal options, for the: 1. Supply and delivery of Ferrous Chloride at the unit price of$508.82/dry ton delivered (plus applicable sales tax);with Application Services at a unit price of$25/per site per day and Field Services at a unit price of$25/per site per day for an estimated total annual amount of$2,001,263; 2. Supply and delivery of Magnesium Hydroxide at a unit price of$498.62/dry ton delivered (plus applicable sales tax)with Application Services of$80/per site per day; Field Services of$80/per site per day and demurrage (Special Circumstances)of$635/dry ton (plus applicable sales tax)with a dosing fee of$190/hour for an estimated total annual amount of$2,505,152; 3. An annual not to exceed agreement allowance of $50,000 for mobilization and demobilization services; F. Award a Chemical Supplier Agreement to US Peroxide, LLC dba USP Technologies, for the ROCCS Program, Specification No. C-2017-89913D, for the period July 1, 2018 through June 30, 2019, with four(4) one-year renewal options for the supply and delivery of Calcium Nitrate at the unit price of $1.975/gallon delivered (plus applicable sales tax) with Application Services at a unit price of $25/per site per day; Field Services at a unit price of$25/per site per day; a Crystal Page 1 of 5 Cove delivery fee of $175 per delivery for an estimated annual amount of $498,794: 1. With an annual not to exceed agreement allowance of $50,000 for mobilization and demobilization services; and G. Approve an annual unit price and program price contingency of 15%, per agreement. BACKGROUND The Orange County Sanitation District (Sanitation District) utilizes two programs for controlling odor and corrosion in the collection system: the first is ROCCS which utilizes continuous dosing sites; and the second is intermittent dumping of caustic soda. Since 2003, the primary strategy has been the ROCCS program for which current agreements expire on June 30, 2018. These agreements provide continuous chemical dosing within the regional trunk system and major tributary sewers using a variety of staff recommended chemical applications. This serves to not only reduce odors in our service area and extend the life of the sewer pipes, but also reduce odors at both treatment plants. Staff maintains oversight and daily interaction with outsourced service providers. In addition to supplying the chemicals, the Suppliers will provide all necessary equipment including tanks, containment, pumps, piping, secure fencing, and equipment monitoring to determine tank levels, leaks, and pump rates. Under the ROCCS program, the Sanitation District currently operates 11 continuous chemical dosing sites located in nine member-agency cities. Staff anticipates adding at least two additional dosing sites over the next five-year agreement. RELEVANT STANDARDS • 12 or fewer odor complaints per year under normal operating conditions in the collections system • Zero odor incidents/events under normal operating conditions for Plant Nos. 1 and 2 • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting PROBLEM The transport of wastewater in the collection system has the potential for causing odor nuisance complaints in the surrounding community, as well as producing acids that degrade concrete and metal structures, reducing their useful life. Page 2 d 5 PROPOSED SOLUTION Providing continuous chemical feed odor control facilities in the wastewater collection system minimizes odor complaints and extends the life of the sewer pipes. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Increased odor complaints which could possibly lead to organized public protest, as well as increased costs associated with more frequent rehabilitation of Sanitation District assets. PRIOR COMMITTEE/BOARD ACTIONS May 2013 -Approved agreements with Hill Brothers Chemical Company& U.S. Peroxide, LLC for Regional Odor and Corrosion Control Services, Specification No. C-2013-5656D, with an annual unit price and service price contingency of 15%, per agreement. ADDITIONAL INFORMATION Table 1: compares the summary from current budget FY 2017-18 to the Bid procurement effective beginning FY 2018-19. Table 1: Chemical FY 2017-18 FY 2018-19 Ferrous Chloride $3,320,500 $2,001,263 Magnesium Hydroxide $2,079,100 $2,505,152 Calcium Nitrate $866,500 $498,794 Total $6,266100 $5 005 209 Cost Savings $1,260,892 Field Services — includes routine field vapor and liquid phase sampling and analysis that includes total and dissolved sulfide, wastewater pH, temperature, residual iron and nitrate, and hydrogen sulfides. Application Services— includes maintenance of chemical storage tanks and feed system for each facility, chemical inventory, set and adjust dosing system profile, and maintain performance standard. Magnesium Hydroxide Special Circumstances (demurrage fee)— Magnesium Hydroxide is supplied and delivered at a unit price of$635/dry ton (plus applicable sales tax)with a dosing fee of $190/hour. This service includes chemical, labor, services, storage, and mobile feeding systems. For special circumstances, such as power outages, engineering Page 3 d 5 projects, corrosion assessments, and/or repairs, the Sanitation District will use mobile dosing of the non-hazardous Magnesium Hydroxide to prevent public odor complaints. SOLICITATION INFORMATION The Sanitation District conducted a two-step bid process that involved (1) a Request for Qualifications (RFQ) which was issued on December 27, 2017 followed by (2) a Notice Inviting Bids (NIB)issued on February 21, 2018 via PlanetBids, Inc. Four responses/RFQ to Step 1 were received and evaluated by Staff. EVALUATION (for the RFQ) On February 5, 2018, the Buyer met with pre-selected members of the evaluation committee to discuss the policies and procedures for the evaluation process. The members of the evaluation committee consisted of technical subject matter expert staff. Scoring was done on a Pass/Fail basis for this procurement. Members of the committee performed an independent review of the proposals and later met as a group with the buyer to discuss their preliminary scores and discuss any questions/concerns they had. Proposals were evaluated based on the following criteria: Qualifications of the Firm, Staffing and Project Organization, and Work Plan. All four Suppliers who submitted a response were found to be qualified and were invited to Step 2 — NIB. Bid items were categorized by each of the three (3) chemicals and the award was split amongst two (2) Suppliers based on the lowest cost for that chemical category. BID TABULATION Table 2 displays the bid tabulation from the Suppliers who submitted a responsive bid. The bid amounts for each chemical category include pricing for chemical supply, delivery, and all associated services and fees. Table 2: HILL U.S. PEROXIDE, Chemical Type EVOQUA WATER BROTHERS LLC dba USP PENCCO TECHNOLOGIES CHEMICAL TECHNOLOGIES COMPANY Ferrous $3,435,003.90 $2,001,262.60 $2,028,940.00 $2,996,922.95 Chloride Magnesium NO BID $2,505,151.46 $3,773,211.60 $4,047,495.70 Hydroxide Calcium Nitrate $652,719.80 $711,701.96 $498,793.60 $1,020,037.24 TOTAL $4,087,723.70 $5,218,116.02 $6,300,945.20 $8,064,455.89 Page 4 of 5 *Allowance of$50,000 added to each contract for mobilization & demobilization services. PROTEST INFORMATION The Sanitation District received an official protest statement from Pencco on March 13,2018 following the issuance of the Notice of Intent to Award. Pencco requested the Sanitation District declare the other bidders non-responsive for the service portion of the bid, and thereby award all six (6) service sections to Pencco. The Sanitation District reviewed the protest statement submitted by Pencco and has rejected its request for the following reasons: 1) Pencco failed to provide any evidence of their claims that the other bidders were not qualified to provide the services; 2) Pennco's claim was submitted after the protest period ended after Step 1 — RFQ; and 3) The ROCCS program is for a complete turn-key service and the intent is for this award to be made to a Supplier(s)who can provide supply and delivery of the three (3) chemicals in addition to the dosing services. CEQA N/A FINANCIAL CONSIDERATIONS This complies with authority levels of the Sanitation Districfs Purchasing Ordinance. This item has been budgeted in the FY 17-18 Budget, Division 820 (Line item: Supplies, Section 6, page 76). Date of ADDroval Contract Amount Continaencv 04/25/2018 $5,155,209 15%(Unit Price) ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Bid Tabulation Report from PlanetBids, Inc. • Notice of Intent to Award dated March 12, 2018 • Pencco Protest Statement dated March 12, 2018 • Sanitation District Protest Determination Letter dated March 15, 2018 • Pencco Response to Determination Letter dated March 19, 2018 • DRAFT Chemical Supplier Agreement Page 5 d 5 Orange County Sanitation District Pape 1 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM POWdl call V2018 Bid Results 4 Bid Results Bidder Details Vendor Name US PEROXIDE,LLC Address 900 Circle 75 Parkway,Suite 1330 ATLANTA,GA 30339 United Stales Respondee Andrew Nangano Respondee Title Assistant Secretary Phone 404-352-6070 Ext. 101 Email anangano@usptechnologies.com Vendor Type Bid Detail Bid Format Electronic Submitted March 8,2018 10:43:55 AM(Pacific) Delivery Method NIA Bid Responsive Yes Bid Status Submitted Confirmation# 1M332 Ranking 0 Respondee Comment Thank you for the opportunity to submit a bid during Step 2. Buyer Comment Attachments File Title File Name File Type Exhibit G-USP Technologies USP Exhibit G-Executed.pdf Response File Line Items Discount Terms nodismunt Type Item Code UOM city Unit Price Line Total Discount Comment Ferrous Chloride 1 Ferrous Chloride Unit Price Dry Ton 3500 S415.0000 $1,452,500.0000 $1,452,500.0000 2 CA Sales Tax(7.75%) Dry Ton 3500 $32.1600 $112,560.0000 $112,560.0000 3 Freight(non-taxable) Dry Ton 3500 $100.0000 $350,000.0000 $350,000.0000 4 Application Services(non-taxable) Per Site/Per 2190 $26.0000 $56,940.0000 $56,940.0000 Day PlanetBids,Inc. Orange County Sanitation District Pape 2 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Prin4xl 0311 V2018 Bid Results Type Item Code UOM Qry Unit Price Line Total Discount Comment 5 Field Services(non-taxable) Per SilelPer 2190 $26.0000 $56,940.0000 $56,940.0000 Day Subtotal $2,028,940.0000 $2,028,940.0000 Magnesium Hydroxide 6 Magnesimum Hydroxide Unit Price DryTon 4200 $706.6700 $2,968,014.0000 $2,968,014.0000 7 CA Sales Tax(7.75%) DryTon 4200 $54.7700 $230,034.0000 $230,034.0000 8 Freight(non-taxable) DryTon 4200 $93.3300 $391,986.0000 $391,986.0000 9 Application Services(non-taxable) Per SilelPer 1095 $30.0000 $32.850.0000 $32,850.0000 Day 10 Field Services(non-taxable) Per Site/Per 1095 $30.0000 $32.850.0000 $32,850.0000 Day 11 Demurrage fee for mobile dosing Hour 8 $150.0000 $1,200.0000 $1,200.0000 12 Demurrage chemical unit pace DryTon 120 $812.6700 $97,520.4000 $97,520A000 13 Demurrage CA Sales Tax(7.75) DryTon 120 $62.9800 $7,557.6000 $7,557.6000 14 Demurrage Freight(non-taxable) DryTon 120 $93.3300 $11,199.6000 $11,199.6000 Subtotal $3,773,211.6000 $3,773,211.6000 Calcium Nitrate 15 Calcium Nitrate Unit Price Gallon 200400 $1.7300 $346,692.0000 $346,692.0000 16 CA Sales Tax(7.75k) Gallon 200400 $0.1340 $26,853.6000 $26,853.6000 17 Freight(non-taxable) Gallon 200400 $0.2450 $49,098.0000 $49,098.0000 18 Application Services(non-taxable) Per Site/Per 1460 $25.0000 $36,500.0000 $36,500.0000 Day PlanetBids,Inc. Orange County Sanitation District Page 3 Regional Odor and Corrosion Control System(ROCCS)Progmm(C-2017-899BD),bidding on March 8,2018 2:00 PM Pnn4xl 0311V2018 Bid Results Type Item Code UOM tlry Unit Price Line Total Discount Comment 19 Field Servloes(non-taxable) Per SltelPer 1460 $25.0000 $36.500.0000 $36,500.0000 Day 20 Crystal Cove Pump Station Delivery Delivery 18 $175.0000 $3.150.0000 $3,150.0000 Subtotal $498,793.6000 $498,793.6000 Total $6,300,945.2000 $6,300,945.2000 PlanetBids,Inc. Orange County Sanitation District Pa9c4 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Primal 0311 V2018 Bid Results Bidder Details Vendor Name Evoqua Water Technologies LLC Address 2650 Tellevast Road Sarasota,FL U243 United States Respondee Jennifer R.Miller Respondee Title V.P.&G.M.-Municipal Services Phone 941-359-7930 Ext. Email municipalwmims@evoqua.com Vendor Type Bid Detail Bid Format Electronic Submitted March 8,201B 1:34:36 PM(Pacific) Delivery Method Truck/Per bid spec Bid Responsive yes Bid Status submitted Confirmation# 134342 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Exhibit G Non-Collusion Affidavll.pdf Response File Line Items Discount Terms nodiscount Type Item Code UOM Dry Unk Price Line Total Discount Comment Famous Chloride 1 Ferrous Chloride Unit Price Dry Ton 3500 $757.0000 $2,649,500.0000 $2,649,500.0000 2 CA Sales Tax(7.75 k) Dry Ton 3500 $58.6700 $205,345.0000 $205,345.0000 3 Freight(non-taxable) DryTm 3500 $108.0000 $378,000.0000 $378,000.0000 4 Application Services(non-taxable) Per SilelPer 2190 $92.3100 $202,158.9000 $202,158.9000 Price is per site/per day Day 5 Field Services(non-taxable) Per SilelPer 2190 no bid Is not a no bid,Price is Day Included In Application Services Subtotal $3,435,003.9000 $3,435,003.9000 PlanetBids.i Orange County Sanitation District peas 5 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Printed 0311 V2018 Bid Results Type Item Code UQM Qty Unit Price Line Total Discount Comment Magnesium Hydroxide 6 Magncsimum Hydroxide Unit Price Dry Ton 4200 no bid No Bid 7 CA Sales Tax(7,75) Dry Ton 4200 no bid No Bid 8 Freight(non-taxable) Dry Ton 4200 no bid No Bid 9 Application Services(non-taxable) Per Site/Per 1095 no bid No Bid Day 10 Field Services(non-taxable) Per Site/Per 1095 no bid No Bid Day 11 Demurrage fee for mobile dosing Hour 8 no bid No Bid 12 Demurrage chemical unit price Dry Ton 120 no bid No Bid 13 Demurrage CA Sales Tax(7.75) Dry Ton 120 no bid No Bid 14 Demurrage Freight(non-taxable) Dry Ton 120 no bid No Bid Subtotal 0 0 Calcium Nitrate 15 Calcium Nitrate Unit Price Gallon 200400 $1.9700 $394,788.0000 $394,788.0000 16 CA Sales Tax(7.75%) Gallon 200400 $0.1500 $30,060.0000 $30,060.0000 17 Freight(non-taxable) Gallon 200400 $0.2320 $46,492.8000 $46,492.8000 18 Application Services(non-taxable) Per Site/Per 1460 $121.1500 $176,879.0000 $176,879.0000 Price is per site/per day Day 19 Field Services(non-taxable) Per Site/Per 1460 no bid Is not a no bid,Price is Day included in Application Services PlanetBids,Inc. Orange County Sanitation District Page 6 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Printed 0311 V2018 Bid Results Type Item Code UOM City Unit Price Line Total Discount Comment 20 Crystal Cove Pump Station Delivery Delivery 18 $250.0000 $4,500.0000 $4,500.0000 Subtotal $652,719.8000 $652,719.8000 Total $4,087,723.7000 $4,087,723.7000 PlanctBids. nc. Orange County Sanitation District Page 7 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Printed call V2018 Bid Results Bidder Details Vendor Name Hill Brothers Chemical Company Address 3000 E.Birch Street Su#e 108 Brea,CA 92821 United States Responds* Ed Gunderson Respondee Title District Representative Phone 714-323-4528 Ext. Email ed@hillbrothem.com Vendor Type Bid Detail Bid Format Electronic Submitted March 8,2018 1:18:43 PM(Pacific) Delivery Method Bid Responsive Yes Bid Slatus Submitted Confirmation# 134328 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Hill Brothers C-2017-899BD Non-Collusion Affidavit HIII Brothers C-2017-899BD Non-Collusion Aftidavit.pdf Response File Line Items Discount Terms nodiscount Type Item Code UOM Qy Unit Price Line Total Discount Comment Ferrous Chloride 1 Ferrous Chloride Unit Price Dry Ton 3500 S408.8200 $1,430,870.0000 $1,430,870.0000 7.9 cat min per delivery 2 CA Sales Tax(7.75 k) Dry Ton 3500 $31.6836 $110,892.6000 $110,892.6000 3 Freight(non-taxable) Dry Ton 3500 $100.0000 $350,000.0000 $360,000.0000 7.9dslminperdelivery 4 Application Services(non-taxable) Per SilelPer 2190 $25.0000 $54,750.0000 $54,750.0000 Day 5 Field Services(non-taxable) Per SilelPer 2190 $25.0000 $54,750.0000 $54,750.0000 Day Subtotal $2,001,262.6000 $2,001,262.6000 PlanetBids,Inc. Orange County Sanitation District paae 8 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM printed 0311 V2018 Bid Results Type Item Code UOM Qty Unit Price Line Total Discount Comment Magnesium Hydroxide 6 Magncsimum Hydroxide Unit Price Dry Ton 4200 $468.9200 $1,969,464.0000 $1,969,464.0000 14 dst min per delivery ] CA Sales Tax(7]5 b) Dry Ton 4200 $36.3413 $152,633.4600 $152,633.4600 8 Freight(non-taxable) Dry Ton 4200 $29.7000 $124,740.0000 $124,740.0000 14 call min per delivery 9 Application Services(non-taxable) Per Site/Per 1095 $80.0000 $87,600.0000 $87,600.0000 Day 10 Field Services(non-taxable) Per Site/Per 1095 $80.0000 $87,600.0000 $87,600.0000 Day 11 Demurrage fee for mobile dosing Hour 8 $190.0000 $1,520.0000 $1,520.0000 12 Demurrage chemical unit price Dry Ton 120 $580.0000 $69.600.0000 $69,600.0000 7 dst min per delivery 13 Demurrage CA Sales Tax(7.75) Dry Ton 120 $44.9500 $5,394.0000 $5,394.0000 14 Demurrage Freight(non-taxable) Dry Ton 120 $55.0000 $6,600.0000 $6,600.0000 based on 14 diet Subtotal $2,505,151.4600 $2,505,151.4600 Calcium Nitrate 15 Calcium Nitrate Unit Price Gallon 200400 $2.4500 $490,980.0000 $490,980.0000 3900 gal min per delivery 16 CA Sales Tax(7.75%) Gallon 200400 $0.1899 $38,055.9600 $38,055.9600 17 Freight(non-taxable) Gallon 200400 $0.1650 $33,066.0000 $33,066.0000 3900 gal min per delivery 18 Application Services(non-taxable) Per Site/Per 1460 $50.0000 $73,000.0000 $73,000.0000 Day 19 Field Services(non-taxable) Per Site/Per 1460 $50.0000 $73,000.0000 $73,000.0000 Day PlanetBids,Inc. Orange County Sanitation District Page 9 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Printed 0311 V2018 Bid Results Type Item Code UOM City Unit Price Line Total Discount Comment 20 Crystal Cove Pump Station Delivery Delivery 18 $200.0000 $3,600.0000 $3,600.0000 2000 gal min per delivery Subtotal $711,701.9600 $711,701.9600 Total $5,218,116.0200 $5,218,116.0200 PlanetBids,Inc. Orange County Sanitation District Ps9c 10 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Prima]0311 V2018 Bid Results Bidder Details Vendor Name PENCCO Address P.O.BOX 600 SAN FELIPE,TX 77473 United States Respondee Sarah Duffy Respondee Title Bid Sec, Phone 979-885-0005 Ext. 111 Email Sarah@pencco.com Vendor Type CADIR Bid Detail Bid Format Electronic Submitted March 8,2018 12:18:10 PM(Pacific) Delivery Method Per Bid Bid Responsive Yes Bid Status Submitted Confirmation# 134337 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Non Collusion OCSD NON COLLUSION.pdf Response File Line Items Discount Terms nodiscount Type Item Code UOM Dry Unk Price Line Total Discount Comment Ferrous Chloride 1 Ferrous Chloride Unit Price Dry Ton 3500 5495.0000 $1,732,500.0000 $1,732,500.0000 2 CA Sales Tax(7.75 k) Dry Ton 3500 $38.3625 $134,268.7500 $134,268.7500 3 Freight(non-taxable) Dry Ton 3500 $70.0000 $245,000.0000 $245,000.0000 4 Application Services(non-taxable) Per SilelPer 2190 $230.9600 $505,802.4000 $505,802.4000 Day 5 Field Services(non-taxable) Per SilelPer 2190 $173.2200 $379,351.8000 $379,351.8000 Day Subtotal $2,996,922.9500 $2,996,922.9500 PlanetBids,Inc. Orange County Sanitation District Pass 11 Regional Odor and Corrosion Control System(ROCCS)Progmm(C-2017-899BD),bidding on March 8,2018 2:00 PM Printed 0311 V2018 Bid Results Type Item Code UCiM City Unit Price Line Total Discount Comment Magnesium Hydroxide 6 Magncsimum Hydroxide Unit Price DryTon 4200 $573.0000 $2,406.600.0000 $2,406,600.0000 ] CA Sales Tax(7]5 b) DryTon 4200 $44.4075 $186,511.5000 $186,511.5000 8 Freight(non-taxable) DryTon 4200 $100.0000 $420,000.0000 $420,000.0000 9 Application Services(non-taxable) Per Site/Per 1095 $461.9200 $506,802.4000 $505,802.4000 Day 10 Field Services(non-taxable) Per Site/Per 1095 $346.4400 $379,351.8000 $379,351.8000 Day 11 Demurrage fee for mobile dosing Hour 8 $125.0000 $1,000.0000 $1,000.0000 12 Demurrage chemical unit price DryTon 120 $1,100.0000 $132.000.0000 $132,000.0000 13 Demurrage CA Sales Tax(7.75) DryTon 120 $85.2500 $10,230.0000 $10,230.0000 14 Demurrage Freight(non-taxable) DryTon 120 $50.0000 $6,000.0000 $6,000,0000 Subtotal $4,047,495.7000 $4,047,495.7000 Calcium Nitrate 15 Calcium Nitrate Unit Price Gallon 200400 $2.3500 $470,940.0000 $470,940.0000 16 CA Sales Tax(7.75%) Gallon 200400 $0.1821 $36,492.8400 $36,492.8400 17 Freight(non-taxable) Gallon 200400 $0.3000 $60,120.0000 $60,120.0000 18 Application Services(non-taxable) Per Site/Per 1460 $173.2200 $252,901.2000 $252,901.2000 Day 19 Field Services(non-taxable) Per Site/Per 1460 $129.9200 $189,683.2000 $189,683.2000 Day PlanetBids,Inc. Orange County Sanitation District Pape 12 Regional Odor and Corrosion Control System(ROCCS)Program(C-2017-899BD),bidding on March 8,2018 2:00 PM Printed 0311 V2018 Bid Results Type Item Code UOM City Unit Price Line Total Discount Comment 20 Crystal Cove Pump Station Delivery Delivery 18 $550.0000 $9,900.0000 $9,900.0000 Subtotal $1,020,037.2400 $1,020,037.2400 Total $8,064,455.8900 $8,064,455.8900 PlanetBids.Inc. Serving. Orange County Sanitation District Anaheim 10844 Ellis Avenue,Fountain Valley,CA 92708 714.962.2411 • www.ocs i.com Brea Buena Park cypess March 12, 2018 Fountain Valley Fullerton SUBJECT: Notice of Intent to Award for Specification No. C-2017-899BD Regional Odor and Corrosion Control System Garden Grove (ROCCS) Program Huntington Beach irvi In conformance with Orange County Sanitation District's (OCSD) La HabJPurchasing Ordinance No. OCSD-47, a contract for Ferrous Chloride and La Hab Magnesium Hydroxide, Specification No. C-2017-899BD Regional Odor La Palma and Corrosion Control System (ROCCS) Program, is being awarded to Hill Brothers Chemical Company, subject to approval by the Board of Los Alamitos Directors. Newport Beach A contract for Calcium Nitrate, Specification No. C-2017-899BD Regional Orange Odor and Corrosion Control System (ROCCS) Program, is being awarded to U.S. Peroxide, LLC dba USP Technologies, subject to approval by the Placentia Board of Directors. Santa Ana The bid tabulation for each chemical is as follows: Seal Beach Stanton EVOOUA HILLS BRO. LISP TECH PENCCO Ferrous Chloride $3 435 003.90 $2 001 262.60 $2 028 940.00 $2 996 922.95 Tustin Mactresiurn Hydroxide NO BID $2 505 151.46 $3 773 211.60 $4 047 495.70 Villa Pam Calcium Nitrate $852 719.80 $711 701.96 $498 793.60 $1 020 037.24 County of Orange TOTAL $4 087 723.70 $5 218116.02 $6 300 945.20 $e 064 55.89 Costa Mesa Thank you for your participation in the procurement process. OCSD Sanitary District regards your firm as an important and valuable services provider. If I can Midway city answer any further questions, please feel free to contact me during normal Sanitary District business hours. Irvine Ranch Water District Yorba Linda Water District Jackie Lagade Contracts, Purchasing & Materials Management c: Procurement File Our Mission: To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. penocio PO Box 600 San Felipe,Texas 77473 (979)885.0005 Fax: (979)885-3208 March 12,2018 Ms.Jackie Wgade Orange County Sanitation District 10844 Ellis Avenue Fountain Valley,CA 92708 RE: Contract Recommendation and Offer ROCCS C-2017-899-BD Dear Ms. Lagade: Pencco provided our bid to provide the scope of work and to meet the spirit of the specifications. In evaluating the scope of service,we responded in part 1 with our philosophy and an estimate of the manpower and quality of personnel required to meet the specifications. We also presumed that the other bidders that qualified,were offering similar levels and quality of service. Additionally,it was very clear in the specification that each line item would be evaluated and each line item could be selected in a way that was in the best interest of the District. Pencco reviewed the bid numbers of each bidder for the application and mechanical services. The bid numbers are less than 25%to 40%of our cost.Whereas per specification state that they are standalone bid items and that there is not enough physical money to complete the work,we conclude the other bidders are non-responsive for the service portions of this bid. Pencco believes that the District specifications,step 1 and 2, presented a specified desire to have a world class odor control program that would provide your customers the most cost efficient and effective odor control program. The service bids from the other bidders did not reflect the requirements of the specifications. We respectfully request that the 6 service sections be awarded to Pencco as the only responsive bidder for those sections. Pencco is willing to provide a detailed enumeration of each Item in our service bid for the County to review. Pencco would be proud to continue to service the District. nc ely, Jo Everil General Manager Serving: Orange County Sanitation District Anaheim 10844 Ellis Avenue,Fountain Valley,CA 92708 714.962.2411 • www.ocsd.com Brea Buena Park Cypress March 15, 2018 Fountain Valley Via email& U.S. Mail Fullerton Jon Everill Garden Grove Pencco, Inc. Huntington Beach PO Box 600 San Felipe, TX 77473 Irvine Sarah@pencco.com La Habra SUBJECT: Protest Response - C-2017-899BD Notice Inviting Bid (NIB) Step 2 La Palma Los Alamitos The Orange County Sanitation District ("District") received an official protest Newport Beach from Penccc to Specification C-2017-899BD Regional Odor and Corrosion Control System (ROCCS) Program on March 13, 2018. The District has Orange reviewed the protest document submitted by Pencco and has denied the Placentia claims made by Pencco for the following reasons: Santa Ana First, the letter states "...that each line item would be evaluated and each Seal Beach line item could be selected in a way that was in the best interest of the District." The District disagrees with this statement of evaluating and Stanton selecting for award line by line as Section 3.1 in the Contract Provisions, titled Award Recommendation states, "OCSD reserves the right to award its Tustin total requirements to the lowest responsible, responsive Bidder or to Villa Park apportion those requirements among several Suppliers as OCSD deems to be in its best interest." The District made it clear in its Exhibit/Attachment County of Orange "A", Scope of Work, Sections 2 and 3, that it was seeking a Supplier to Costa Mesa "provide complete turn-key services..."which includes not just providing field Sanitary District & application services but the supply and delivery of the specified chemicals. MidwaCity Therefore, the District fully intended to award the contract to a Supplier(s) Sanitary District that was capable of not just providing field & application services but supply and delivery of the chemicals and has no intention of splitting those two Irvine Ranch contract elements apart. Water District yorba Linda Secondly, Pencco states that"...there is not enough physical money to Water District complete the work, we conclude the other bidders are non-responsive for the service portions of this bid." Pencco has provided no evidence of this claim. Third, Pencco states, 'The service bids from other bidders did not reflect the requirements of the specifications." Pencco has provided no evidence of this claim. Furthermore, the District evaluated all responses submitted during Our Mission: To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. SM, o° ae Jon Everill, General Manager Page 2 March 14,2018 •9 f NE Step 1 and found each bidder qualified to perform all aspects of the contract. By submitting a response to the Request for Qualifications (RFQ) in Step 1 of this procurement, Pencco agreed to comply with Exhibit"D" of the RFQ for filing protests. The protest period for Step 1 concluded on February 23, 2018 per Section B.2 of Exhibit "D". As a result, the District denies Pencco's request to award the six (6) service sections to Pencco and deem the other bidders non-responsive. The District shall proceed with the intent to award this contract to Hill Brothers Chemical Company and U.S. Peroxide, LLC dba USP Technologies as the Suppliers for the subject contract. All affected parties shall be notified in writing of the District's determination of the protest. Should Pencco wish to appeal this notice of determination of its award protest, Pencco may submit a written appeal to Lorenzo Tyner, Director of Administrative Services and Ed Torres, Director of Operations & Maintenance in accordance with the procedures listed in Exhibit "D" Section B4. Pencco must also immediately send copies of its appeal to all Affected Parties. The appeal must be submitted via email to Purchasing gnOCSD.com no later than 4:00 p.m. (Pacific Time zone) within seven (7) days after the date of this notice. l Marc Dubois Contracts, Purchasing & Materials Management Manager C: Hill Brothers Chemical Company U.S. Peroxide, LLC dba USP Technologies Attachments: Award Recommendation Protest Email/Letter— Pencco, dated March 12, 2018 pen�xAai, PO Box 600 San Felipe,Texas 77473 (979)885-0005 Fax:(979)885-3208 March 19,2018 Marc Dubois Jackie Lagade Orange County Sanitation District 10844 Ellis Avenue Fountain Valley,CA 92708 Via email: mdubois(@ocsd.com ilaeade(&ocsd.com Dear Marc and Jackie, Thank you for reviewing our letter in detail. Our intention was not to protest the award but to provide a general sense that the dollar value of the service is inadequate to meet the specification. It is apparent that we misinterpreted the intent of Section 3.1 where the District could "accept or reject any portion of each individual Bid" and could "apportion the requirements to the lowest responsive biddee. Since the bid form was broken down to separate the service from the chemical,we interpreted the"portions" and "requirements" could be broken down as chemical and service separately.As such,we offered to provide the service portion Independent of the chemical and equipment. In that event, at your sole discretion, per 3.1,we believed you could have accepted our offer if you felt it was in the best interest of the District. In response to your second and third points in your response letter, I am providing a list of the items that were included in our bid that leads us to believe that the amount that the other bidders allotted to the service is below the cost of the scope of work presented in the bid and their response to Step one of the subject bid. Manpower:As we did a detailed estimate of the scope of work and looked at the overall logistics to meet the specification requirements, we realized that the actual number hours was greater than originally thought when we put together Step 1 of the subject bid. As we stated in Step 1,we were going to form a Pencco OCSD department that included dedicated people that would not be used on other Pencco projects. Splitting people's time causes inefficiency and missed provision of scope when a company gets busy. Dedicated Personnel 1. Program Manager— between step 1 and 2, we talked to a 25-year veteran working for a local municipality that had an impressive resume. 2. Applications Engineer—between step 1 and 2 we interviewed an 18-yearveteran in odor control applications. 3. 2 of Equipment Maintenance—between step 1 and 2 we identified 2 people that have 5 and 12 years'experience in equipment maintenance in advanced chemical dosing equipment. 4. Hybrid Process and Equipment—a floater dedicated to the program Other Personnel 1. Lam Nguyen-600to 800 hours of his time peryear 2. Kim Marano—600 to 800 hours of her time per year 3. Website maintenance and integration of controls Into the District SCADA per specification—800 hours(one-time cost),ongoing 100 hours per year The daily maintenance of equipment and escort of the deliveries can be coordinated together to a certain level but realistically,to provide maintenance at 11 sites and escort deliveries,with Orange County traffic requires 2 dedicated personnel and 1 floater.Of course,just walking in and looking at the equipment to see if it is running, maybe you can do it for less. For that matter, the specified equipment has self- diagnostics, so the sites really don't need any maintenance. My point is that it is specified with reports, and we would do it properly every day of the week. The process work of calibrating and changing out OdaLog's, can take a full-time person per week with traffic control,le.up to 15 Oda Logs in manholes at a given time at 3 per day. In addition,there is at least 12 Intense studies required by specification,liquid and vapor. In addition,odor complaint investigation is not limited and takes time and resources. No matter how you look at it, it will take at least 2 people to properly administrate the Application service plus additional manpower resources for safe traffic control. It is not just the time of the activities,it is the set-up time,and the logistics. Due to the scope of work and level of logistics and coordination, permits,and odor complaint follow-up, a full time very experienced person is needed to run this program. In addition,this person is the liaison between the District and the team and is responsible forthe daily,weekly,monthly,quarterly,and annual reporting in the specification. I have been providing full service odor control programs for over 27 years and this is my judgement of manpower required to just meet the scope of work in the specifications. In addition,the specification is written clearly to express the District's intent for the vendor to manage the entire odor control program and meet the level of service. I believe this validates my estimate. You can adjust it but consider this, Pencco's manpower cost in wages and benefits only for the dedicated people without their expenses, corporate overhead and profit would exceed the value of other bidders. Other Serviu Expenses: 1. Vehicles for the dedicated personnel(leased or purchased plus expenses): • 2—F250 level service trucks(similar to the Districts maintenance vehicles)with tools and spares • 1—F350 level service truck(similar to the Districts maintenance vehicles)with tools and spares and a portable crane for safely lifting the large metering pumps and towing the arrow board. • 1—FI50 level truck with the process analytic tools and Oda Log storage and calibration kit. • 1—FISO level truck for the Supervisor 2. Training of personnel 3. OdaLogs • 15 per specification plus 5 spares. Per our step 1,we will use the RTX style to be able to incorporate the data into the website with the dose curves 4. Arrow Board and light trailer(rent or purchase) • Required for permitted traffic control(Bay Bridge requires it for deliveries) • Required for manhole access and Oda Log retrieval at certain locations • Required for Odor Control investigation(unknown locations) 5. Safety Devices • Harnesses • Personnel gas meters for manhole opening • Other tools • Lights for night testing and proper road set-up 6. Repair Parts • Standard 3%of Equipment Value 7. Consumables • Equipment Consumables • Analytic Test Consumables • Wash-up and spill prevention/clean-up 8. Lab tests • Per Specifications such as BOO • Auto-Samplers per specification(rent or buy) I would like to reiterate that this is not a protest but a letter providing follow up information as you requested. We appreciate your current business and look forward to continuing this relationship we have developed over the past several years. We accept your decision and ask you to contact us If we can be of service in the future. Sincerely, VU'c- Yi'1"�/ Vincent Marano Sales Manager CHEMICAL SUPPLIER AGREEMENT Regional Odor and Corrosion Control System (ROCCS) Program Specification No. C-2017-899BD 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 (hereinafter referred to as "OCSD") and r 1 with a principal place of business at[ 1 (hereinafter referred to as"Supplier") collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily engage leer t rovide LName of Chemical s described in Exhibit"A"; and 10 WHEREAS, Supplier submitted its Bijj&te1j ; and WHEREAS, on the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Supplier; and WHEREAS, OCSD has choseon Supplier prov (Name of Chemicall in accordance with Ordinance No. OCSD-47; and '' NOW, THEREFORE, in considerati 6of t mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agreed as follows: 1. Introduction 1.1 This Agreemrr�ent arltl all exhibits hereto (called the "Agreement") is made by OCSD and the Supplier. Th✓; terms and conditions herein exclusively govern the purchase of rName of Chernicall as described in Exhibit"A". 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. Exhibit"A" Scope of Work Exhibit"B" Bid Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E" Not Used 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 section or provision hereof. Orange County Sanitation District 1 of 8 Specification No. C-2017-899BD N1415 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday'. Workdays are defined as all days that are not Saturday, Sunday, or OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24 hours per day 7 days per week and work a rotated 12- hour shift) and shall conform to OCSD work schedules. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthd y, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veteran Thanksgiving Day, Day after Thanksgiving, Christmas Ev %and Christmas Da 1.9 Work Hours: The work required undereed ant may include n ii hours, evenings, and weekends. 1.10 Supplier shall provide OCSD with all premiums work at no charge beyond the total amount of the Agreement. 1.11 Except as expressly provided otherwise, OCSID—accep s no liability for any expenses, losses, or action incurred or undertaken by Supplier as a result of work performed in anticipation of purchases of said3eyjpes by OCSD. 2. Delivery 2.1 LOCATIONS: Deliveries Ornade in accordance with the Scope of Work, Exhibit"A". 2.2 OCSD will pay only for the actual quantity of [Name of Chemicall delivered, based upon certified tare weight and net weight.The quantity invoiced by Supplier and payable by OCSD will be for the total net weight of[Name of Chemicall delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying or clearing the delivery tank. W, 2.3 A bill of lading shall accompany all shipments in accordance with Exhibit"A". 3. Possession Ownership and control of all [Name of Chemicall delivered pursuant to this Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OCSD at the designated locations is made by Supplier. 4. Quanti 4.1 OCSD makes no guarantee to actual use or quantity of [Name of Chemical l purchased. Use may be sporadic based on the wastewater treatment requirements unique to each treatment plant. 4.2 OCSD will, through the term of this Agreement, purchase [Name of Chemical l from Supplier exclusively, except when OCSD determines Supplier cannot make delivery within the time specified, with the quality and quantity specified, at the Agreement price, the level of Service is inadequate, OCSD unapproved increase in active dry pound rate or for any other default or breach of this Agreement. In such event, OCSD may purchase Name of Chemical l elsewhere and charge Supplier any difference in the delivered price to OCSD from that provided in this Agreement, or alternatively, OCSD may terminate the Agreement based on said breach or failure to deliver the specified product. Quality control tests will be performed by OCSD on the delivered [Name of Chemical l to ensure it is consistent with Orange County Sanitation District 2 of 8 Specification No. C-2017-899BD N1415 the requirements specified in Exhibit"A". 5. Pricing and Invoicing 5.1 Supplier will invoice for rName of Chemical l delivered in accordance with Exhibit"A", and in accordance with the unit price(s) listed in Exhibit"B". Prices shall include all cartage and taxes except California State Sales Tax. The sales tax will be paid by OCSD. 5.2 OCSD shall pay, net thirty (30) days, upon receipt and approval by OCSD of itemized invoices, submitted in a form acceptable to OCSD to enable audit of the charges thereon. Supplier shall email invoices to OCSD Accounts Payable at APStaff(a,OCSD.com nd "INVOICE"with the Purchase Order Number and rName of Chemical l shall be red in the subject line. All invoices shall include a description of the delivery location, %ry date and the unit price(s). 6. Modifications A 6.1 This Agreement may be modified or changed only by written instrument irrthe form of an amendment to this Agreement signed by both Parties. 6.2 Pricing modifications:"grhe prices established in this Agree nt shall remain firm for the one- year Agreement term. Quarterly pricing will not be acce ted. Any adjustments made will allow for increases or decreases in the manufactured cost of the rName of Chemical l and will be based upon OCSD validated information furnished by Supplier and OCSD sources. Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the prop sedd�unit tp/price increase or decrease. 6.3 Price changes mad�fhrough the OCSD Purchase Order Process. 7. Agreement Term he Services provided under this Agreement shall be for the period of one (1) year commencing on July 1, 2018 and continuing through June 30, 2019. 8. ewals 8.1 SD may exercise the option to renew the Agreement for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A", if mutually acceptable terms can be negotiated.OCSD shall make no obligation to renew nor give reason if it elects not to renew. The prices established in the original Agreement may be adjusted. The adjustment will allow for any increase or decrease in the manufactured cost of the [Name of Chemical l and will be based upon OCSD validated information furnished by Supplier and OCSD sources. Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed unit price increase or decrease. 8.2 Renewals may be made through the OCSD Purchase Order Process. 9. Termination 9.1 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. Upon receipt of a termination notice, Supplier shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Supplier for work performed (cost and fee) to the date of termination. Supplier 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 Supplier other than for work performed to the date of termination. Orange County Sanitation District 3 of 8 Specification No. C-2017-899BD N1415 9.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Supplier is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in unit price(s), or any other default or breach of this Agreement. 9.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Supplier: • if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or • if Supplier sells its business; or • if Supplier breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the a ount authorized unde*this 9.4 All OCSD property in the possession or eCn r�Supplier shall be reWplier to OCSD upon demand, or at the termination of this Agreement, whicheverirst. 10. Indemnification and Hold Harmless Supplier shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Supplier's services under this Agreement,or by its subcontractor or by anyone directly or indirectly employed by Supplier, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Supplier shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Supplier's performance under this Agreement, and/or (b) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any cts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted by law, Supplier's duty to defend shall apply whether or not such `claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Supplier agrees to provide this defense immediately upon written notice from OCSD, and with well qualified,adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 11. Insurance Supplier 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, Exhibit"C". Supplier shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Supplier 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. 12. Equipment Loss OCSD will be responsible for any loss or damage to Supplier-owned equipment, when OCSD determines OCSD is at fault, only to the extent of OCSD's fault, and will reimburse Supplier for such loss or damage upon receipt of invoices, minus a deduction for any amount determined to be the fault of Supplier or its subcontractor or a Orange County Sanitation District 4 of 8 Specification No. C-2017-899BD N1415 third party. 13. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 14. Supplier's Relationship to OCSD Supplier's relationship to OCSD in the performance of this Agreement is that of an independent contractor. The personnel performing Services under this Agreement shall, at all times, be under Supplier's exclusive direction and control, and shall be employees of Supplier and not employees of OCSD. Supplier shall pay all wages, salaries and other amounts due its employees in connection with this Agreement, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compen;Oon,worker's comp sation and similar matters. �� Ir 15. Safety and Accident Prevention Gtra1: 1 dition to the requirems t forth in Exhibit "A", Supplier shall meet with personnel from OCSD'S Risk Management Division prior to providing Services to OCSD to review safety and accident prevention policies and procedures. All subcontractors should be present at this meeting. Supplier is responsible to inform all subcontractors of the items discussed at this meeting. Supplier shall not be permitted to provide Services to OCSD prior to this meeting. 16. Drug-Free Workplace All employees of Supplier who will perform work under this Agreement must adhere to the Calif is Drug-Free Workplace Act, Government Code Sections 8350 through 8357. 17. Assignments Neither this Agreement nor any interest herein or any claim hereunder may be ass d by Supplier either voluntarily or by operation of law, nor may all or substantially all of reement be further subcontracted by Supplier without the prior written consent O 1 me 's Fees If any action at law or inequity is necessary to enforce or interpret the rims of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to any other relief to which it may be entitled. 19. Permits. Ordinances and Regulations Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory inspectors shall be paid by Supplier. 20. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee of Supplier to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel from the site, termination of the Agreement, or both. 21. Compliance with Law Supplier warrants that under the performance of this Agreement, it shall comply with all applicable Federal, State, and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Agreement, Supplier shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Supplier shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be Orange County Sanitation District 5 of 8 Specification No. C-2017-899BD N1415 limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay, or other forms of compensation; and selection for training, including apprenticeship. 22. Disputes 22.1 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. Pending final resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and in accordance with OCSUS decision. , 22.2 In the event of a dispute as to the construction or interprgjation of this Agreement, or any rights or obligations hereunder, the Parties shall first att e pt, 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. 22.3 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(2)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 (3) 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 arbitrator's 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. 23. Ripht to Review Services. Facilities. and Records 23.1 OCSD reserves the right to review any portion of the Services performed by Supplier under this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall furnish to OCSD such reports, statistical data, and other information pertaining to Supplier'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 and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. 23.2 The right of OCSD to review or approve specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Supplier shall not relieve Supplier of any obligation set forth herein. 24. Severability Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. Orange County Sanitation District 6 of 8 Specification No. C-2017-899BD N1415 25. Waiver 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. 26. Breach Any breach by Supplier to which OCSD does not object shall not operate as a waiver of OCSD to seek remedies available to it for any subsequent breach. 27. South Coast Air Quality Management District's (SCAQMD) Requirements It is Supplier's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District(SCAQMD). All work practices, which may have associated emissions uch as sandblasting, open field spray painting or demolition of asbestos containing commhents or structures, shall comply with the appropriate rules and regulations of the SCAQMD. VP 28. Performance Time is of the essence in the performance ofJhe provdis%ereof. 29. Familiarity with Work By executing this Agreement, Supplier warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site(s) 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 Supplier 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 Supplier's risk, until written instruction are received from OCSD. 30. Da ma a to OC rt Any OCSD property damaged by Supplier, any subcontractor, or by personnel of either will be subject to repair or replacement by Supplier at no cost to OCSD. Rights Nothing in this Agreement shall be construed to give any rights or fits to anyone other than OCSD and Supplier. 32. 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. 33. Read and Understood By signing this Agreement, Supplier represents that it has read and understood the terms and conditions of the Agreement. 34. 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 7 of 8 Specification No. C-2017-899BD N1415 35. 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: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Supplier: IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: 0: Chair, Board of Directors Dat By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager fSUPPLIERI Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 8 of 8 Specification No. C-2017-899BD N1415 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 0404,18 - AGENDA REPORT Item Number Item Number s — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: OPERATIONS AND MAINTENANCE OF COLLECTIONS SYSTEMS GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Each month, staff provides an information presentation on topics of interest to the Board of Directors. This month's topic: Orange County Sanitation District Operations and Maintenance of Collections Systems. RELEVANT STANDARDS • Strategic Plan • Maintain Odor Control Master Plan • Protection of Orange County Sanitation District assets • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Meet volume and water quality needs to support GW RS System ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (m1w.ocsd.cont with the complete agenda package: N/A Page 1 of 1 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 0404,18 - AGENDA REPORT ern Number Item Number 9 — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PURCHASING ORDINANCE GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND The proposed Purchasing Ordinance sets forth the requirements that apply to the Orange County Sanitation District's (Sanitation District) purchase of goods and services. These requirements are currently set forth in Ordinance No. OCSD47. The proposed Ordinance updates and reorganizes the requirements set forth in Ordinance No. OCSD-47 and clarifies several individual requirements and procedures. The Ordinance, for example, modifies procedures whereby an aggrieved bidder or proposer may protest the solicitation process and/or the award of a contract and permits the Sanitation District more flexibility to award master contracts best suited to the Sanitation District's needs. Purpose. The Ordinance is designed to ensure that (1) the Sanitation District complies with state law requirements governing procurement; (2) the Sanitation District obtains quality goods and services at the lowest price and/or the best overall value; (3)purchasing decisions are transparent for the public; and (4) the procurement process is fair to prospective contractors while serving the interests of the Sanitation District's ratepayers. The Ordinance also delegates spending authority to the Standing Committees and the General Manager within specified limits. Competitive Selection in General. Depending on the nature of the procurement, the Ordinance generally requires the Sanitation District to select contractors based on either competitive bids or competitive proposals. Under a competitive bid process, the Sanitation District issues a notice inviting bids. Prospective contractors then submit sealed bids, and the Sanitation District awards the contract to the lowest responsive, responsible bidder. Under a competitive proposal process, the Sanitation District issues a request for proposals. Prospective contractors then submit sealed proposals and the Sanitation District awards the contract to the proposal that best meets the criteria specified in the request for proposals. The winning proposal may or may not be the proposal that offered the lowest price. Exceptions to Competitive Selection. In exceptional circumstances,the Ordinance allows the Sanitation District to select contractors without any competitive process. The Ordinance allows the Sanitation District, for example, to award a contract on a "sole Page 1 of 3 source" basis when the goods or services in question are unique or only available from one source. The Ordinance also allows the Sanitation District to award contracts without any competitive process as may be necessary to respond to an emergency. Types of Procurements. The Ordinance sets forth different requirements for four types of procurements: (1) goods and services (other than professional services); (2) professional services (other than professional design services); (3) professional design services; and (4) public works construction. The Ordinance generally requires the Sanitation District to purchase goods and services, other than professional design services, based on the lowest price. In contrast, however, the Ordinance generally requires the Sanitation District to award professional design service contracts to the most qualified firm, so long as the proposed price is fair and reasonable. Finally, pursuant to State law, the Ordinance generally requires the Sanitation District to award contracts for public works construction to the lowest responsive, responsible bidder. Master Contracts. The Ordinance revises the procedures to award master contracts to pre-qualified firms to allow the Sanitation District increased flexibility to identify a variety of disciplines and categories of services required and enable the Sanitation District to select a single firm due to a unique qualification or circumstance, subject to the best interests of the Sanitation District. The Ordinance also increases the task order dollar limits to maximize the effectiveness of this procurement tool and establishes a lower threshold of$25,000 below which the Director of Engineering may solicit a proposal from a single firm for low cost and/or specialized work. Bid Protests. The Ordinance requires procedures whereby a bidder or proposer may challenge the Sanitation Districts solicitation process and/or the proposed award of a contract. A bidder or proposer may challenge the solicitation process on the grounds that a free and open competition has not taken place, or cannot take place, and/or that a particular specification or requirement is impractical, unduly restrictive, or ambiguous. A bidder or proposer may also challenge the proposed award of a contract on the ground that a free and open competition has not taken place. Delegation of Spending Authority. In the interest of efficiency, the Ordinance delegates specified spending authority to the General Manager for task orders. The Ordinance increases the threshold at which the General Manager may approve task orders to $300,000, including contingencies. General Manager Policies and Procedures. Under the proposed Ordinance, the General Manager will continue to adopt detailed policies and procedures governing procurement in order to implement the requirements of the Ordinance. RELEVANT STANDARDS • California Public Contract Code • California Government Code Page 2 of 3 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Under Government Code Section 54202, the Sanitation District must adopt policies and procedures governing the purchase of supplies and equipment. Government Code Section 4526 applies to the purchase of professional services from private architects, landscape architects, engineers, environmental professionals, land surveyors, and construction managers. Under Section 4526, the Sanitation District must select the specified professionals based on demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. Section 4526 allows the Sanitation District to adopt, by Ordinance, procedures ensuring that the specified services are engaged on the basis of demonstrated competence and professional qualifications at fair and reasonable prices. Under Public Contract Code Section 20783, the Sanitation District must award contracts for public works construction worth more than $35,000 to the lowest responsive, responsible bidder. The Public Contract Code otherwise imposes a variety of requirements on the award of public works construction contracts. CEQA Adoption of the Ordinance is not a "project' subject to CEQA because it constitutes general policy and procedure making that will not result in any physical impact on the environment. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.cotn with the complete agenda package: • Purchasing Ordinance— Change Matrix Page 3 of 3 PURCHASING ORDINANCE -CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VER 2.0 VER 1.0 Threshold Changes 2.03 A—Small Increased bidding threshold Procurements of $10,000 or Less. Contracts subject to this Article 2 with an Procurements of$5,000 or Less. Contracts subject to this Article 2 with an Procurements from$5,000 to$10,000. estimated value of$10,000 or less may be awarded without Competitive Sealed estimated value of $5,000 or less may be awarded without Competitive Bids if the Purchasing Manager determines that a Competitive Sealed Bids Sealed Bids if the Purchasing Manager determines that a Competitive process would not result in a lower overall cost to the District. Sealed Bids process would not result in a lower overall cost to the District. 2.03 F—Master Increased Task Order limit The Purchasing Manager may purchase maintenance and repair Services The Purchasing Manager may purchase maintenance and repair Services Contractors for from$100,000 to$300,000 estimated to cost less than or equal to$300,000 through the master contract estimated to cost less than or equal to $100,000 through the master Maintenance& Approved by GM&Board procedures set forth below. contract procedures set forth below. Repair Services(Intro Chair. paragraph& subsection 5—Task Orders). 4.02 A—Master Proposing increase to Master All Professional Design Services estimated to be greater than$300,000 shall be All Professional Design Services estimated to be greater than $200,000 Contracts Contract Total Amount to awarded based on Competitive Sealed Proposals. All Professional Design shall be awarded based on Competitive Sealed Proposals.All Professional Professional Design allow Engineering to process Services with an estimated value of $300,000 or less shall have a separate Design Services with an estimated value of$200,000 or less shall have a Competitive Selection engineering services on selection process based upon a master contract procedure whereby the District separate selection process based upon a master contract procedure behalf of O&M for repairs. shall solicit Competitive Sealed Proposals and award one or more master whereby the District shall solicit Competitive Sealed Proposals and award The increase will ensure contracts not to exceed$600,000 per year. one or more master contracts not to exceed$400,000 per year. Engineering does not *Approved by GM experience a reduction of contract availability. 11 Pa ge 2/21/1a PURCHASING ORDINANCE —CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VER 2.0 VER 1.0 Informational Changes 2.03 F(3)—Lists Current Ordinance specifies Based on the recommendations of the evaluation committee,with the Based on the recommendations of the evaluation committee, with the that the Master Contract concurrence of the Department Director,the Purchasing Manager shall concurrence of the Department Director, the Purchasing Manager shall must be awarded to a establish a list of at least 3 prequalified Contractors. If the District uses its best establish a list of at least 3 prequalified Contractors. Each list shall be used minimum of three firms. efforts to outreach to potential Contractors,and cannot obtain the minimum Proposed language offers the of 3 prequalified Contractors,the Purchasing Manager shall document the for a maximum of 3 years. No later than 3 years after establishing a District the ability to award outreach and responses received. The District may then proceed with award prequalified list, the Purchasing Manager may issue a new Request for less than three since a to fewer than 3 prequalified firms. Each list shall be used for a maximum of 3 Qualifications and establish a new list. minimum of 3 may not be years. No later than 3 years after establishing a prequalified list,the Purchasing obtainable. Manager must issue a new Request for Qualifications and establish a new list if such goods and/or services are required. 3.03 E—Exceptions— Allowed for establishment of (4) Master Contract. Master Contracts with firms on the qualified list shall 3.03 D- Master Contracts, Professional Services Less Than or Equal to Master Contracts: lists of qualified contractors be awarded by the Board of Directors in the amount not to exceed the program Professional Services for staff to choose either on a budget approved by the Board of Directors.The original term of such Contracts $300.000—The Purchasing Manager may purchase Professional Services Qualified Lists rotational basis or selection, shall be for 1 year,with an option to renew each Contract for up to 2 additional estimated to cost less than or equal to $100,000 through the master a Contractor to perform the 1-year renewal periods. contract procedures set forth in Section 2.03(H), provided that individual service needed for the task. task orders shall not exceed $100,000 for each project. Ex: Investigative Services or (5) Task Orders.The Department Director shall notify the Purchasing Temporary Employment Manager when Services subject to this subsection 3.03(E).The Purchasing Agency Services Manager shall follow a competitive selection process or cycle through on a rotation basis to one firm at a time.The Request for Qualifications shall specify any competitive process and/or rotation selection process, including selection of a single firm due to a unique qualification or circumstance,subject to the best interests of the District in any particular case. See Ordinance Final Draft for complete section. 21 Page 2/21/1a PURCHASING ORDINANCE-CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VER 2.0 VER 1.0 4.02 C(3)—Lists— Identified a mechanism to Based on the recommendations of the evaluation committee,with the Based on the recommendations of the evaluation committee,with the Master Contracts establish maximum number concurrence of the Director of Engineering,the Purchasing Manager shall concurrence of the Director of Engineering,the Purchasing Manager shall Professional Design of firms and Current establish a list of prequalified Contractors within each discipline/category.The establish a list of at least 5 prequalified Contractors within each discipline. Services Less than or Ordinance specifies that the RFQ will identify the number of anticipated firms on the prequalified list. The Each list shall be used for a maximum of 3 years. No later than 3 years Equal to$300,000— Master Contract must be Purchasing Manager in conjunction with the Director of Engineering shall after establishing a prequalified list for each discipline,the Purchasing Lists awarded to a minimum of determine the number of firms needed on the list based on anticipated work. Manager shall issue a new Request for Qualifications and establish a new five firms.The change allows If the District cannot obtain the minimum number of firms specified in the list. for the minimum number of RFQ,the Purchasing Manager shall record the outreach efforts and responses awardees to be determined to the procurement file. The District may proceed with award to fewer firms. based on the District's Each list shall be used for a maximum of 3 years. No later than 3 years after forecast business needs at establishing a prequalified list for each service,the Purchasing Manager shall the time of solicitation. issue a new Request for Qualifications and establish a new list If such services are still required. 31 Pa ge 2/21/1a PURCHASING ORDINANCE—CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VER 2.0 VER 1.0 4.02 C(5)—Task Added in language that The Director of Engineering shall notify the Purchasing Manager when The Director of Engineering shall notify the Purchasing Manager when Orders—Master allows Engineering to issue a Professional Design Services subject to this subsection are required for a Professional Design Services subject to this subsection are required for Contracts Task Order to one firm if less project. Proposals shall be solicited, with price proposals submitted in a a project. Proposals shall be solicited,with price proposals submitted in Professional Design than$25,000 for specialized separate sealed envelope, from at least 2 firms on the prequalified list and a separate sealed envelope,from at least 2 firms on the prequalified list Services Less than or qualifications which one of the firms shall be selected pursuant to the process set forth in and one of the firms shall be selected pursuant to the process set forth Equal to$300,000 streamlines the procurement subsection 4.02(B)(6). In determining which firms will be invited to submit in subsection 4.02(B)(6). In determining which firms will be invited to process and creates a more proposals, the Purchasing Manager shall follow the selection or rotation submit proposals,the Purchasing Manager shall follow the selection or cost-effective and efficient process,if any,set forth in the Request for Qualifications,subject to the best rotation process, if any,set forth in the Request for Qualifications, way of doing business for interests of the District in any particular case. For Task Orders estimated to subject to the best interests of the District in any particular case. both parties. cost $25,000 or less, the Director of Engineering,with concurrence of the Individual Task Orders in an amount not to exceed $300,000 will be Purchasing Manager, may solicit a proposal from 1 (one) firm on the awarded for each project.The Director of Engineering shall make a prequalified list. The price proposal shall be submitted in a separate written determination sealed envelope. The Director of Engineering shall issue a written determination that (i) identifies the basis for selection, including but not limited to the specialized qualifications of the 1 (one)firm, and (ii) states that the negotiated price is fair and reasonable. Individual Task Orders in an amount not to exceed $300,000 will be awarded for each project. The Director of Engineering shall make a written determination that the negotiated fee is fair and reasonable for the task. 7.01 A—Delegation Added in specific language A. Delegation by General Manager. A. Delegation by General Manager. by General Manager that states the GM written procedures would delegate The General Manager shall establish written procedures governing the The General Manager shall establish written procedures governing authority to the Purchasing delegation of authority to the Purchasing Manager to award and execute the delegation of authority to award and execute Contracts Manager for award and Contracts,Amendments,Change Orders, Renewals,Time Extensions and consistent with this Ordinance. Upon delegation of authority by the execution of various types of Assignments consistent with this Ordinance. Upon delegation of authority General Manager each Department Director may further delegate procurements.Current by the General Manager each Department Director may further delegate authority to initiate a written Requisition consistentwith the General language is vague on award authority to initiate a written Requisition consistent with the General Manager's written procedures. and execution of Manager's written procedures. procurements. 41 Pa ge 2/21/18 PURCHASING ORDINANCE-CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VIER 2.0 VER 1.0 7.01 C—Amendments Changed title and content to General Manager-(1) Authorization to approve and execute Amendments General Manager—(1) Authorization to approve and execute and Change Orders include Renewals,Time and Change Orders as long as the Amendment or Amendments and Change Orders as long as(1) Extensions and Assignments. Change Order is recommended by the applicable the Amendment or Change Order is The Ordinance was silent on Department Director,and (a)the Amendment or recommended by the applicable Department all renewals, all assignments Change Order does not change the contract price or the Director,and (2)the Amendment or Change and time extensions outside new contract price is within the delegated authority,or Order does not change the contract price or the of Public Works. (b)the amendment or change order is within the new contract price is within the approved approved contingency. contingency. (2) Authorization to approve and execute any Renewals (2) Authorization to approve and execute that were originally approved by the General Manager, Amendments to chemical Contracts, unless the Standing Committee and/or Board of Directors. Contract unit price has increased from the unit priced approved by the District's Board of (3) Authorization to approve and execute Amendments Directors. Unit price increases in chemical and Change Orders for Contract Time Extensions(a) Contracts required Board of Directors approval. without any increase in Contract price; (b)with an increase in Contract price within the approved Contingency originally approved by the General Manager,Standing Committee and/or Board of Directors. (4) Authorization to approve and execute all Assignments unless determined by the General Manager that the assignment contains material changes and requires approval of the awarding authority. (5) Authorization to approve and execute Amendments to chemical Contracts unless the Contract unit price has increased beyond the unit price contingency approved by the District's Standing Committee and/or Board of Directors. (6) Authorization to approve and execute chemical contract Renewals including changes to the unit price, increases or decreases to the estimated annual/or 5 Pa ge 2/21/19 PURCHASING ORDINANCE-CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VER 2.0 VIER 1.0 specified term amount. Increases that cause the contract amount to exceed the General Manager's delegated authority shall be approved by the Standing Committee and/or Board of Directors. 7.03—Task Orders Clarified award delegation of General Manager- General Manager- Authorization to approve,upon the recommendation authority for all types of Task (1) For Task Orders covered under Article 2. Goods and Services, of the Department Director, and execute Task Orders and/or Amendments Orders mentioned in authorization to approve and execute Task Orders and/or to the Task Orders provided the cumulative total of the Task Order and Ordinance. Amendments to the Task Orders provided the cumulative total Amendment thereto do not exceed$100,000. of the Task Order and Amendments thereto does not exceed $300,000, upon the recommendation of the Department Standing Committees- Authorization to approve, upon the Director recommendation of the General Manager/Assistant General Manager, Task Orders and/or Amendments to the Task Orders and/or Amendment (2) For Task Orders covered under Article 2. Goods and Services,all to the Task Orders over$100,000 provided the cumulative total of the new Task Order procurements between$50,000 and$300,000 Task Order and Amendments do not exceed$200,000. are to be reported to the Board of Directors on a quarterly basis, in arrears. Board of Directors—AIL Task Orders and/or amendments that exceed $200,000 shall be approved by the Board of Directors. (3) For Task Orders covered under Article 3. Professional Services of this Ordinance, authorization to approve and execute Task Orders and/or Amendments to the Task Orders provided the cumulative total of the Task Order and Amendments thereto does not exceed$100,000,upon the recommendation of the Department Director. (4) For Task Orders covered under Article 4. Professional Design Services, authorization to approve and execute Task Orders and/or Amendments to the Task Orders provided the cumulative total of the Task Order and Amendments thereto does not exceed$300,000,upon the recommendation of the Department Director. (5) For Task Orders covered solely under Article 4, Professional Design Services of this Ordinance,the General Manager may delegate authorization to approve and execute Professional Design Service 6 Pa ge 2/21/19 PURCHASING ORDINANCE-CHANGE MATRIX SECTION REASON FOR CHANGE RECOMMENDED LANGUAGE CURRENT LANGUAGE VER 2.0 VER 1.0 Master Contract Task Orders up to or equal to$100,000,which is inclusive of amendments to Task Orders,to the Director of Engineering. This authorization may not be sub delegated further. This authorization does not apply to Master Contracts covered under Article 2 or Article 3 of this Ordinance. Standing Committee— (1) For Task Orders covered under Article 3. Professional Services of this Ordinance, authorization to approve Amendments to the Task Orders where the cumulative value exceeds$100,000 provided the cumulative total of the Task Order and Amendments does not exceed $200,000, upon the recommendation of the General Manager/Assistant General Manager. Board of Directors- (1) For Task Orders covered under Article 2. Goods and Services,all Task Orders and/or amendments where the cumulative value exceeds $300,000 shall be approved by the Board of Directors. (2) For Task Orders covered under Article 3. Professional Services,all Task Orders and/or amendments that exceed$200,000 shall be approved by the Board of Directors. (3) For Task Orders covered under Article 4. Professional Design Services, all Task Orders and/or Amendments that exceed $300,000 shall be approved by the Board of Directors. 7.02—Contingency Adding specific section to The General Manager shall manage the release of all contingency funds for Did not exist in Ordinance.Taken in its entirety from GM P&Ps. Release Ordinance clarifying the GM's use in all amendments and change orders within the approved contingency contingency release amounts. authority. 7 Pa ge 2/21/1a OPERATIONS COMMITTEE Meeting Date To Bd.of oil. 04/04/18 -- AGENDA REPORT I em Number Item Number 1u Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND The Orange County Sanitation District (Sanitation District) has been working cooperatively with the City of Fountain Valley to bring its administrative buildings into compliance with local building codes. A project was started in 2011 to make the necessary upgrades to the non-process structures at Plant No. 1. The Title 24 Access Compliance and Building Rehabilitation Project, Project No. P1-115, started with an initial facility assessment. Based on this assessment, staff recommended and the Board approved a plan to upgrade the existing maintenance facilities and to develop a replacement versus refurbish strategy for the current Administration Building, Human Resources Building, Laboratory Building, and more than 34,000 sq. ft. of trailer space in May 2012. The maintenance buildings have been refurbished and brought up to current codes and improvements to the Fleet Services building are now in construction. Project No. P1-115 finished the replacement versus repair study for the Administration Building, Human Resources Building, Laboratory Building, and more than 34,000 sq. ft. of trailer space in December 2012. A more refined study produced in January 2014 recommended constructing a new building in the area currently used by Fleet Services, the Risk Management Trailers, the Human Resources Building, and adjacent parking area due to land constraints. It was understood that project sequencing was going to be a critical factor in constructing this new building. To better understand the sequencing and feasibility of constructing a building in this confined area, an additional study was done, the Administrative Facilities Implementation Plan, Project No. SP-194. HDR Inc. produced a more detailed implementation plan to further detail the requirements and interdependencies of the affected structures and work groups. Administrative Facilities Replacement at Plant No. 1, Project No. P1-128, was authorized in June 2015 with a project budget of $168,000,000. During this same month, the Sanitation District became aware of the Orange County Transportation Authority's (OCTA) intention to realign the 1405 freeway entrance and reconfigure the Plant No. 1 front entrance. In the spirit of cooperation, in October 2015, the Sanitation District Operations Committee shifted the preferred site for the new Administration Building to the southwest corner of Plant No. 1 near the corner of Garfield and Ward. The project also Page 1 a 3 absorbed the scope and budget for South Perimeter Security and Storm Water Improvements at Plant No. 1, Project No. P1-125. Project No. P1-128 was renamed the Headquarters Complex, Site and Security, and Entrance Realignment Program to better describe its scope. Staff continued to work with OCTA on the front entrance realignment. The project budget was increased in the Fiscal Years 2016/17 and 2017/18 Budget to $179,067,000 to account for the additional work. In June 2016, consultants were retained to begin the environmental and design work. The environmental assessment work revealed that the southwest corner would not be a good site for traffic and aesthetic reasons. The Sanitation District's master planning efforts also indicated a potential need for future secondary treatment facilities in the southwest area, as well as for future headworks facilities at the proposed north site. Due to the site uncertainty and on-going OCTA front entrance negotiations, the consultants were essentially put on hold. The Sanitation District retained the services of a real estate broker in July of 2016 to pursue land for an offsite Administrative Building. The search narrowed to land directly across Ellis Avenue from the current Administration Building. Additional land has since been procured and negotiations continue on three additional parcels. In late 2017, OCTA chose a different 1-405 on-ramp alignment that will not change the front entrance at Plant No. 1. Staff intends to present an update on the status of the project based on further developments with design, land acquisition, and related issues. RELEVANT STANDARDS Maintain collaborative and cooperative relationships with neighboring agencies • Ensure that assets/facilities blend in with the surrounding community Provide a safe and collegial workplace PRIOR COMMITTEE/BOARD ACTIONS June 2016 - Approved through the Fiscal Years 2016/17 and 2017/18 Budget, a project budget of$179,067,000. June 2015 - Established a budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, in the amount of$168,000,000. ADDITIONAL INFORMATION N/A Page 2 of 3 CEQA CEQA work was awarded to LSA Associates, Inc. in June 2016. An Initial Study has been performed and it has been determined an Environmental Impact Report (EIR) is required. The expected completion date of the EIR is February 6, 2019. FINANCIAL CONSIDERATIONS This item is informational and does not require any commitment of funds. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A JM:dm:gc Page 3&3 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Santa Ana River Flood ACWA Water Agencies LAFCO Commission SARFPA Protection Agency APWA American Public Works LOS Level Of Service SARI Santa Ana River Association Interceptor AQMD Air Quality Management MGD Million Gallons Per Day SARWQCB Santa Ana Regional Water District Quality Control Board ASCE American Society of Civil MOU Memorandum of SAWPA Santa Ana Watershed Engineers Understanding Project Authority BOD Biochemical Oxygen Demand NACWA National Association of Clean SCADA Supervisory Control And Water Agencies Data Acquisition California Air Resources Non-Governmental Southern California CARB Board NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CASA California Association of NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Sanitation Agencies Elimination System Management District CCTV Closed Circuit Television NWRI National Water Research SOCWA South Orange County Institute Wastewater Authority CEQA California Environmental O&M Operations&Maintenance SRF Clean Water State Quality Act Revolving Fund Capital Improvement Orange County Council of Sewer System CIP Program OCCOG Governments SSMP Management Plan CRWQCB California Regional Water OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Quality Control Board Agency CWA Clean Water Act OCSD Orange County Sanitation SWRCB State Water Resources District Control Board CWEA California Water Environment OCWD Orange County Water District TDS Total Dissolved Solids Association EIR Environmental Impact Report OOBS Ocean Oulfall Booster Station TMDL Total Maximum Daily Load EMT Executive Management Team OSHA Occupational Safety and TSS Total Suspended Solids Health Administration US Environmental Protection Professional Waste Discharge EPA Agency PCSA Consultant/Construction WDR Requirements Services Agreement FOG Fats,Oils,and Grease PDSA Professional Design Services WEF Water Environment Agreement Federation gpd gallons per day POTW Publicly Owned Treatment WERF Water Environment& Works Reuse Foundation Groundwater Replenishment Water Infrastructure GWRS System PPm parts per million WIFIA Finance and Innovation Act Professional Services Water Infrastructure ICS Incident Command System PSA Agreement WIIN Improvements for the Nation Act IERP Integrated Emergency RFP Request For Proposal WRDA Water Resources Response Plan Development Act JPA Joint Powers Authority RWQCB Regional Water Quality Control Board ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements,additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere,used as indicators of sewage pollution. E.coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (Dfr)—The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG)— In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming("greenhouse stil . GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs.This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE(LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS(POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR(SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal,after treatment. SANITARY SEWER— Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD)—Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT— Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms,growing as slime on the surface of rocks or plastic media,consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body.The Orange County Sanitation District's service area is in the Santa Ana River Watershed.