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HomeMy WebLinkAbout04-01-2015 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, April 1, 2015 Regular Meeting of the 5:00 P.M. Operations Committee t Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 714 593-7433 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of the March 4, 2015, Operations Committee Meeting. 2. A. Award a purchase contract to Southern Counties Lubricants, LLC, for the purchase and delivery of 10,000 gallons of Bulk Lube Oil, Specification No. C-2015-654BD, for a unit price of$9.40 per gallon delivered, plus sales tax and recycling / lube fee, for a total amount of$104,544; and B. Approve a contingency of$5,227 (5 %). 3. A. Approve a Sole Source Service Agreement to Siemens Demag Delaval Turbomachinery, Inc. (SDDTI), to perform a Class II Mechanical Service on Aeration Blower#4, in the amount of$122,928.12; and B. Approve a contingency of$12,292.82 (10%). 04/01/15 Operations Committee Agenda Page 1 of 4 4. A. Approve an Amendment for the extension of the term of Contract Plan2010- 01 until the completion of the scope of work of Contract Plan2010-01, Task Order 01; and B. Approve Task Order Amendment No. 1 to the Black & Veatch Contract PLAN2010-01, Task Order 01 (Arc Flash Hazard Evaluation for Treatment Plant No's 1 & 2), resulting in the amount of $89,649 for additional engineering services to develop P1 and P2 Arc Flash Study scope of work items, for a total amount not to exceed $170,794; and C. Approve a contingency of$25,619 (15%). 5. Recommend to the Board of Directors: Approve Change Order No. 4 to Purchase Order 104251-OB to US Peroxide, for the Purchase of hydrogen peroxide, Specification No. C-2011-480, authorizing a unit price increase from $1.867 per gallon to $1.923 per gallon delivered, plus applicable sales tax, for the period July 1, 2015 through June 30, 2016, at a cost not to exceed $1,100,000. 6. Recommend to the Board of Directors: A. Approve a Site Access and License agreement with Pacific Quality Partners, to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in the city of Brea, for a term of 36 months, at a total cost of$2,280 per month for the first 12 months, in a form approved by General Counsel; and B. Approve the General Manager, or his designee, to negotiate future monthly license fees, after one year, up to three percent price escalation per year, beginning July 1, 2016 and annually therafter. 7. Recommend to the Board of Directors: A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Trunk Line Odor Control Improvements, Project No. 131-123, for an amount not to exceed $529,970; and B. Approve a contingency of$52,997 (10%). 04/01/15 Operations Committee Agenda Page 2 of 4 NON-CONSENT CALENDAR: 8. Recommend to the Board of Directors: A. Approve a Professional Design Services Agreement with AECOM to provide engineering design services for the South Perimeter Security & Storm Water Improvements at Plant No. 1, Project No. P1-125, for an amount not to exceed $567,003; and B. Approve a contingency of$56,700 (10%). 9. Recommend to the Board of Directors: A. Approve a Professional Services Agreement with CDM Smith, Inc., to provide Engineering Services for Effluent Reuse Study, Project No. SP-173, for an amount not to exceed $2,008,510; B. Approve a contingency of$200,850 (10%); and, C. Authorize staff to negotiate a cost-sharing agreement with the Orange County Water District for future Board approval. 10. Recommend to the Board of Directors: Cancel the construction contract awarded on November 19, 2014 to W.M. Lyles Co. for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for convenience. INFORMATION ITEMS: 11. Procurement Process 12. Capital Improvement Program Update 13. Newport Force Main Project 5-60 Status DEPARTMENT HEAD REPORTS OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: 04/01/15 Operations Committee Agenda Page 3 of 4 ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, May 6, 2015, at 5:00 P.M. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda 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. 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 Acting Clerk of the Board (714)593-7433 klore(docsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberg(docsd.com Assistant General Manager Bob Ghirelli (714)593-7400 mhirelli blocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson(docsd.com Director of Facility Support Services Nick Amontes (714)593-7210 narhontes(domd.com Director of Operations&Maintenance Ed Tones 714 593-7080 etorres ocsd.com 04/01/15 Operations Committee Agenda Page 4 of 4 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on March 4, 2015, at 5:01 p.m. at the District's Administrative Office. Committee Chair Seboum called the meeting to order and Director Bartlett led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Greg Sebourn, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Rob Thompson, Director of Engineering Lisa Bartlett Nick Arhontes, Director of Facilities Support Ellery Deaton Services Steve Jones Ed Torres, Director of Operations & Maintenance Robert Kiley Lorenzo Tyner, Director of Finance & Lucille Kring Administrative Services Richard Murphy Kelly Lore, Acting Clerk of the Board Steve Nagel Cindi Ambrose Fred Smith Rich Castillon Chad Wanke Mark Dubois Mariellen Yarc Mark Esquer Tom Beamish, Board Chair Dean Fisher John Nielsen, Board Vice-Chair Norbert Gaia Al Garcia Operations Directors Absent: Rob Michaels None. Kathy Millea Mike Puccio Richard Spencer Eros Yong Others Present: Brad Hogin, General Counsel Bob Ooten (Alternate Director) Mike Beverage (Alternate Director) Veronica Carpenter PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: 03/04/2015 Operations Committee Minutes Page 1 &5 Committee Chair Sebourn did not provide a report. REPORT OF GENERAL MANAGER General Manager, Jim Herberg, reported that there will be a new formal leadership training program for Management & Executive Management team beginning in May, that will include one all-day session a month for a period of six months. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of February 4, 2015, Operations Committee meeting. AYES: Deaton, Jones, Kiley, Kring, Murphy, Nagel, Sebourn, Shawver, Smith, F., Wanks and Yarc NOES: None ABSTENTIONS: Bartlett ABSENT: Beamish and Nielsen Board Vice-Chair Nielsen arrived at 5:04 p.m. Board Chair Beamish arrived at 5:10 p.m. NON-CONSENT: Director of Engineering, Rob Thompson provided a PowerPoint presentation regarding this item which included: a summary of the Gisler-Redhill System Improvements, Reach B, project 7-37, the reason for the request of additional funds and information on the Community Outreach Program. 2. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a budget increase of$2,800,000 for a total project budget of$25,873,000 for the Gisler-Redhill System Improvements, Reach B, Contract No. 7-37. AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nagel, Nielsen, Sebourn, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: None 03/04/2015 Operations committee Minutes Page 2 of 5 3. Director of Finance and Administrative Services, Lorenzo Tyner, stated that the proposed ordinance does not change or add any authority levels; adds clarification language, and adds or brings clarification to procedures and processes within the existing Purchasing Ordinance. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Introduce Ordinance No. OCSD-47, entitled "An Ordinance of the Board of Directors of the Orange County Sanitation District, Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects; and Repealing Ordinance No. OCSD-44" for first reading at the March 2015 Board meeting. B. Motion to read Ordinance No. OCSD-47 by title only and waive reading of said entire Ordinance on March 25, 2015; and C. Set April 22, 2015, as the date for the second reading and adoption of Ordinance No. OCSD47; and D. Direct the Clerk of the Board to publish summaries of the Ordinance as required by law. AYES: Bartlett, Beamish, Deaton, Jones, Kiley, Kring, Murphy, Nagel, Nielsen, Sebourn, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: 4. Workforce Planning Human Resources Manager, Rich Spencer provided an informative PowerPoint Presentation on Workforce Planning, which includes: organizational structure; organizational overview; recognized employee organizations; unrepresented employee groups; importance of workforce planning development efforts; and workforce analysis, planning and development. Questions were answered from Mr. Spencer regarding the: percentage of internal promotions; how open positions are promoted to the public; entry level hiring; 03/04/2015 Operations committee Minutes Page 3 of 5 internships; licensing; attracting higher level employees; compensation and class study; technical programs such as Santiago Canyon College and transition and succession plans. 5. Geographic Information Systems (GIS)AT OCSD IT System and Operations Manager, Rich Castillon announced his four vision points for OCSD and then introduced Information Tech Supervisor Rob Michaels who provided a PowerPoint presentation on the GIS system uses at OCSD that include: Facility and sewer models, permits, asset management, CCTV, flow tracing, Hydraulic and Air Dispersion modeling, Land records, sewer transfers and statistics, map requests, boundary updates, ocean monitoring, underground service alerts and mobile GIS/GPS. Board Chair Beamish questioned the security of our infrastructure and how much is operated by a computer system. Mr. Castillon stated most of the equipment is computerized. He further stated that a Department of Homeland Security (DHS) audit was just completed and when the results are received, it will be discussed with Board. He further stated that security is taken very seriously at OCSD that nothing is completely safe, but we have the very best safeguards. Director Wanks commended and congratulated the staff on the full utilization of the GIS system. DEPARTMENT HEAD REPORT: Director of Operations and Maintenance, Ed Torres OCSD staff has provided long-term beach water quality studies and oceanographic data that have resulted in approval from the Santa Ana Regional Water Quality Control Board and the US Environmental Protection Agency to stop disinfection at the long outfall after March 17, 2015. OCSD will save approximately$420,000 per year as a result and improve the environment near our ocean outfall. Director of Finance and Administrative Services, Lorenzo Tyner reported on two violations that were received from Cal/OSHA. The first was an employee who injured their finger while working on some fan belts. Because of the injury, OSHA fined us and we appealed that fine, however we were unsuccessful in the appeal. The exposure is about $22,000 and is considered a serious violation. If there is a second violation, it could be considered willful, with a fine of about $70,000 and other possible assessments. Mr. Tyner stated that he does not anticipate that being an issue as we have used this particular procedure over the last 20 years with no injuries. However, we do take the OSHA report and the health of our employees seriously, and for prevention, have done additional training, will be putting in additional guards, and will do what is known as a safety stand-down where we will meet with the managers and supervisors impacted by that area, making sure they are aware of the injury and the additional safeguards. 03/04/2015 Operations committee Minutes Page 4 of 5 Mr. Tyner answered questions from the Committee regarding the severity of the injury and condition of the employee; the actual circumstance of the injury with the fan belt in motion, the electrical shut off; OSHA's reasons to deny appeal and costs of additional training and safeguards. Mr. Tyner stated that the second violation involved the use of a crane about 18 months ago. This involved a procedural issue, there was no injury or potential injury, however, OSHA found that we might not have been in complete compliance with our Standard Operating Procedures (SOP). They found a technical variance in the way we used, or planned for the use of the crane. We are in the process of looking at that item with OSHA and anticipate the item be settled shortly. There are three pieces to this violation, which include first, a procedural item with exposure in the $100400 fine range, the second item should be vacated as there is not enough evidence to support the violation, and the third is a technical procedural item with exposure in the $5000 fine range. Mr. Tyner was asked how OSHA found out about these violations, to which he responded that OCSD must report all injuries immediately to OSHA and that was the case in the first violation. The second violation was reported to OSHA directly by an employee onsite. Director of Engineering Rob Thompson provided a brief update in regards to the Newport Force Main and problems with the tunneling machine, which have hit what appear to be some type of unmarked abandoned structure. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT At 6:25 p.m., Committee Chair Sebourn declared the meeting adjourned to the next scheduled meeting of Wednesday, April 1, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Acting Clerk of the Board 03/04/2015 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE Meeting Date To ad.of Dir. 04/01/15 -- AGENDA REPORT Item Number Item Number 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CONTRACT FOR THE PURCHASE AND DELIVERY OF BULK LUBE OIL FOR EIGHT (8) ENGINES AT PLANT NOS. 1 & 2 GENERAL MANAGER'S RECOMMENDATION A. Award a purchase contract to Southern Counties Lubricants, LLC,for the purchase and delivery of 10,000 gallons of Bulk Luba Oil, Specification No. C-2015-65413D, for a unit price of $9.40 per gallon delivered, plus sales tax and recycling / lube fee, for a total amount of $104,544; and B. Approve a contingency of$5,227 (5 SUMMARY The Orange County Sanitation District operates eight (8) large internal combustion engines to generate power and heat to operate the treatment plants. The engines require oil changes and refreshing of the engine oil to run reliably. A formal bid went out and four(4)vendors responded.The bids were opened on February 24, 2015, Southern Counties Lubricants, LLC was the lowest. Bidder Bidder Amount Southern Counties Lubricants, LLC $104,544 First Fuel, Inc. $104,720 The SoCc, Group, Inc. $109,372 Southern Counties Oil Co., a CA Limited Partnership $114,048 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA This is not a project as defined by CEQA and therefore does not require CEQA action. Page 1 of 2 BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in Division 850, line item 70 Operating Budget 52230. Date of ADDroval Contract Amount Contingency 04/01/15 $104,544 $5,227 Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. a/oi/ts - AGENDA REPORT Rem Number Rem Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PREVENTATIVE MAINTENANCE OF PLANT NO. 1, AERATION BLOWER#4 GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Service Agreement to Siemens Demag Delaval Turbomachinery, Inc. (SDDTI), to perform a Class II Mechanical Service on Aeration Blower#4, in the amount of$122,928.12; and B. Approve a contingency of $12,292.82 (10%). SUMMARY The Orange County Sanitation District utilizes nine (9) Turblex Blowers in our secondary treatment to provide air to the biological process. These blowers are vital to the secondary treatment process and require major servicing based on their hours of service. Each blower requires a Class-II mechanical service after 36,000 hours of runtime, which involves the replacement of all worn and deteriorated parts. Aeration Blower#4 at Plant No. 1 is currently due for this service. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Turblex who manufacturers the blowers currently installed at Plant No. 1, was previously a Board-approved Sole Source provider. However, Turblex was purchased by Siemens Demag Delaval Turbomachinery, Inc. (SDDTI), making (SDDTI) the only authorized company to do service and repairs on the blowers. CEQA This is not a project as defined by CEQA and therefore does not require CEQA action. Page 1 of 2 BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Repairs and Maintenance Services Section of the Operating Budget. Date of Approval 1 Contract Amount Contin enc 04/01/2015 $122,928.12 $12,292.82 10% Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To ad.ofDir. 04/01/15 -- AGENDA REPORT Itenn Number Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO'S 1 & 2, Contract PLAN2010-01, TASK ORDER 01 GENERAL MANAGER'S RECOMMENDATION A. Approve an Amendment for the extension of the term of Contract Plan2010-01 until the completion of the scope of work of Contract Plan2010-01, Task Order 01; and B. Approve Task Order Amendment No. 1 to the Black & Veatch Contract PLAN2010-01, Task Order 01 (Arc Flash Hazard Evaluation for Treatment Plant No's 1 & 2), resulting in the amount of $89,649 for additional engineering services to develop P1 and P2 Arc Flash Study scope of work items, for a total amount not to exceed $170,794; and C. Approve a contingency of$25,619 (15%). SUMMARY Black & Veatch was awarded a Contract PLAN2010 task order under the "On-Call Planning Studies Agreements" for $81,145 to perform a study to establish probable electric arc flash levels for all major existing electrical distribution equipment located at OCSD's Plant No's 1 & 2 and provide recommendations on reducing arc flash levels to reduce risk of injury to maintenance personnel. This work must be completed to remain in compliance with the OSHA standards (OSHA 29 CFR 1910 and NFPA 70E) on electrical safety. During the performance of the study by the consultant (Black & Veatch), it was discovered that the ETAP database (electrical analysis software that models the plants electrical power system) used for the are flash analysis contained errors which would affect the quality of the arc flash study (potentially resulting in field staff not wearing appropriate protection against electrical arc flash events). OCSD requested Black & Veatch to stop work at this point (circa November 2013) and it was planned that work would resume once the P1 & P2 ETAP databases were corrected ($9,483 remained of the $81,145 contract with a total spent in the amount of$71,662). Over the past year, OCSD's electrical staff has been performing field verifications and updating the ETAP database and correcting the errors. The ETAP database verification work is nearing completion, enabling Black & Veatch to continue with the study after this point. Page 1 of 2 Staff is requesting an additional $89,649 for Black & Veatch to complete the scope of work, plus perform two additional tasks that will expedite the arc flash labeling efforts. These two tasks, if performed by the consultant, would reduce the duration of time before protective labels are posted and allow the OCSD maintenance electrical engineer to continue supporting field staff on other critical issues. PRIOR COMMITTEE/BOARD ACTIONS September 2011 — Task Order No. 1 approved by the General Manager under the PLAN2010 procurement program for a total amount not to exceed $81,145. December 2010 — Board approved a PCSA with Black & Veatch and a number of other firms to provide planning studies on a task order basis for two-year term, etc. and approved an exception to Resolution No. OCSD 07-04 Section 4.05. ADDITIONAL INFORMATION This Amendment No. 1 requires Board approval because Black & Veatch Contract PLAN2010-01, Task Order 01, was originally approved by the General Manager under the PLAN2010 procurement program, which allows for engineering study task orders with a value of $100,000 or less to be awarded to one of three preselected consulting firms. This amendment will push the value beyond the $100,000 limit creating the need for Operations Committee approval. CEQA This is not considered a project under CEQA. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15, Section 6, Page 108 — Professional & Contractual Services) and the project budget is sufficient for the recommended action. Date of ADDroval Contract Amount Contingency 09/07/11 $ 81,145 04/01/15(Amendment No. 1) 89,649 Total Proposed $170,794 $25,619 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Original Task Order No. 1 - Scope of Work • Amendment No. 1 to Task Order No. 1 - Scope of Work • Cost matrix provided by Black &Veatch (to complete revised scope of work) Page 2 of 2 RETURN TO AGENDA Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO'S 1 &2 A. PURPOSE This scope of work describes the consultant requirements for performing a study that will establish probable electric arc flash levels for all major existing electrical distribution equipment located at Orange County Sanitation District's (OCSD or District)Treatment Plants 1 and 2. B. SCOPE OF WORK 1. Overall The consultant shall conduct an arc flash study in accordance with the requirements of the latest version of NFPA 70E using the calculation method of IEEE 1584 for all electrical distribution equipment in both plants including: ♦ 12,000 volt metalclad and load-interrupter switchgear ♦ 2400 and 4160 volt switchgear ♦ Low voltage switchgear and switchboards ♦ 4160 volt motor controller lineups ♦ 480 volt motor control centers (MCC's) ♦ Stand-alone medium and low voltage motor controllers (Motor Starters and VFD's) ♦ Stand-alone medium and low voltage disconnect switches ♦ Liquid-insulated and dry-type medium-voltage power transformers Systems to be studied at Plant 1 shall include the Administration-Human Resources- Safety Complex and Laboratory Buildings. OCSD Treatment Plant power systems have been previously modeled using ETAP (Electric Transient Analyzer Program) provided by Operations Technology, Inc(OTI). The consultant shall use electric system information provided by OCSD in ETAP format to perform the calculations. Any field verification of existing data will be performed by OCSD staff. The consultant shall utilize ETAP to produce all data required for the District to complete an arc flash warning label for each piece of equipment including: ♦ Available short circuit current ♦ Flash protection boundary ♦ Incident energy at 18 inches expressed in cal/cm2 ♦ Personnel protective equipment(PPE) required, including ratings ♦ Voltage shock hazard ♦ Limited shock approach boundary ♦ Restricted shock approach boundary ♦ Prohibited shock approach boundary ATTACHMENT A 1 Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO'S 1 &2 The Consultant shall provide a report summarizing findings and providing recommendations for any changes to existing protective device settings or modifications to the systems to mitigate exposure levels above 40 cal/Cm2. The Consultant shall base their evaluation on existing protective device settings and target where adjustments may be made and where such adjustments would be insufficient to reduce arc-flash exposures to acceptable levels. The District will review the recommendations with the Consultant to determine what further work is required, which the District will arrange for separately. Any installation of revised settings and subsequent testing will be performed by others. OCSD staff will print the actual arc-flash warning labels and install them on equipment in the field. 2. Project Execution The consultant shall follow the steps below in executing this project: 1. Review system and installation data—This information will be provided by the District and will be in the form of single line drawings and ETAP databases. The ETAP Master databases currently available reflect the plant systems as of Jan 1, 2011. The current databases document the electrical distribution system and individual loads of 480 V and above. Loads at 240V and below(e.g., panelboards) are each accounted for as a "lump load". The databases may contain inaccuracies. Consultant shall report any suspected inaccuracies or inconsistencies discovered during the course of this Evaluation to OCSD staff for verification and resolution. 2. Determine system modes of operation—OCSD plant electrical systems involve two utility sources, Central Generation facilities, standby generators, and double feeder/double bus configurations throughout. Consultant shall examine the possible electrical system configurations and interview electrical operating staff to determine the modes of system operation that result in the highest potential arc flash exposures. 3. Determine bolted fault current—Consultant shall compare the operating modes and execute multiple ETAP calculations as required to determine the highest arc flash exposures. 4. Consultant shall specifically include primary and secondary terminals of transformers and line sides of main circuit breakers as ETAP nodes and locations to be evaluated for are flash exposure. 5. Find the arc duration based on the protective device characteristics—Consultant shall determine the arc duration times and corresponding short circuit levels to be used in the arc flash calculation for each location of exposure. Several fault-interrupting durations shall be tabulated and used for each location of exposure to verify that the clearing time/fault level combination resulting in the highest arc exposure is used. 6. Document system voltages and equipment class 7. Select the working distances—This will typically be 18 inches. ATTACHMENT A 2 RETURN TO AGENDA Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO'S 1 &2 8. Calculate the incident energy and the flash protection boundary for each location. Panelboards rated 240 Volts or less shall not be evaluated unless connected to a transformer larger than 125kVA. 9. Generically evaluate remote field-mounted 480V safely switches rated 100 Amps and less. 10. Study exposures greater than 40 cal/cm2—Consultant shall evaluate locations with high exposures and provide recommendations for reducing levels at each location to less than 40 cal/cm2. 11. Prepare a complete study report documenting the inputs used, the assumptions used, the methodology, the results, analysis of results, and recommendations for system modifications. The Report shall include an executive summary chapter that includes "Results and Recommendations Tables"to summarize on a per equipmenffitem basis, the values and ratings that were documented, calculated, and recommended by the project per this Scope of Work. 12. Provide a final ETAP submittal for this project incorporating any revisions to protective device settings that were finalized and accepted by OCSD. 13. OCSD will then produce and apply all of the arc-flash labels on the electrical equipment. 3. Retrofit Projects The Consultant shall recommend projects to retrofit equipment having arc flash exposure levels exceeding 40 cal/cm2. The Consultant shall provide a tabulated listing of the recommended retrofit projects with brief itemized scope of work and budgetary cost estimate figure for each. C. RESOURCES AVAILABLE The District's will make the following information available to the Consultant in addition to providing access to District staff and utility and operating records: • OCSD Design Guidelines and Standard Specifications • ETAP databases as described in Section B. 2. 1., which will include all fuse sizes and types and relay and circuit breaker settings. • Single Line Drawings • Existing plant drawings, as requested (Some OCSD drawings may not be available for some facilities or may not be accurate). D. DELIVERABLES The Consultant shall provide the District's with the following: • Project schedule showing key milestones for completion of the project ATTACHMENT A 3 Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO'S 1 &2 • Draft 10% outline of the project report including a short description of the planned contents of each section for District review and comment. • Draft 70%version of the report for District review and comment, including the completed arc flash calculations. • 90% version of the project report for District review and comment. This shall be a "ready-to-use" report checked and approved by consultant's quality control procedures. • Final project report accommodating all OCSD comments (5 copies+ electronic copy in MS-Office 2003 or later format). • Final ETAP database in electronic format on CD or DVD ROM E. SCHEDULE The schedule for this project is as follows. Deadline Maier Milestones (weeks from the contract start) Approval of Professional Services Agreement: 0 Project kick-off meeting 1 Submittal of Consultant's project schedule: 1 Submittal of 10% outline of project report 3 Submittal of 70%version of project report 11 Submittal of 90 % version of project report 15 Submittal of final version of project report 20 F. PROJECT MANAGEMENT 1. Meetings Prior to work, a kick-off meeting with District staff shall be held to establish appropriate contacts and review the Consultants plan to implement this work. Project conferences shall be held with District staff to keep the District appraised of the job, review work in progress, and receive comments. Conferences shall be held at least every other week at the District's offices and may be held via conference call. The Consultant shall be responsible for the preparation of formal agendas for all meetings and for the preparation of meeting notes. The formal agenda shall be submitted with the previous meeting notes at least one week prior to each meeting. Two specific meetings (one for each plant)with District staff shall be held to discuss recommendations for changes to protective device settings to reduce arc-flash exposures. ATTACHMENT A 4 RETURN TO AGENDA Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO'S 1 &2 A final meeting will be held for the consultant to present the 90% version of the final report to district staff. This meeting will coincide with the issuing of the 90% version of the report for District review and comment. 2. Submittal Reviews Four copies of each report version to be reviewed shall be submitted to the District for review and comment. Typically, a two-week time period should be allocated for District review of each submittal. Each District comment shall be mutually resolved and accepted comments shall be incorporated into the document. 3. Work Outside Approved Project Work that is outside the approved activities that would require additional charges shall not be performed unless the District revises the existing project scope in writing. 4. Changes to Approved Project Assignment The District may order changes by issuance of a written revision to the project scope. If such changes affect the price, expenditure limitations, or schedule, then an equitable adjustment and schedule shall be negotiated and shall be set forth in a project scope revision. G. MONITORING OF WORK 1. Progress Reports The Consultant shall submit monthly progress reports for review by the 100 of the month following and must include at a minimum: (1) current activities, (2)future activities, (3) potential out-of-scope items, (4) concerns and possible delays, and (5) percentage of completion. H. STAFF ASSISTANCE The District project manager for this project is Gary Conklin at (714) 593-7381. The District staff member assigned to work with the Consultant for this project is Jim Mullins at (714) 593-7325 or a designated staff member. All meetings with District staff related to task evaluation will be scheduled through Gary Conklin, Project Manager. ATTACHMENT A 5 AGREEMENT NO. PLAN2010-01 AMENDMENT I TO TASK ORDER 01 ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANTS NO.'s I &2 Task Order 01, Arc Flash Hazard Evaluation for Treatment Plants No.'s 1 & 2 under Agreement No. PLAN2010-01 ("AGREEMENT) for ON-CALL PLANNING STUDIES between the ORANGE COUNTY SANITATION DISTRICT("SANITATION DISTRICT")and BLACK&VEATCH ("CONSULTANT")is hereby revised as follows: COMPENSATION: The Not-to-Exceed amount for this amendment 1 to Task Order No. 01 is increased by$89,649.00 for a revised not to exceed amount of$170,794.00. CONSULTANT shall submit its invoices for this Amendment 1 to Task Order 01 in accordance with the requirements of the Agreement, Section 2. COMPENSATION, Attachment "C' Billing Rates, and Attachment"D"Allowable Direct Costs of the AGREEMENT. Costs for the work included in this Task Order 05 shall be invoiced separately from costs for work included in any subsequently issued Task Orders. AUTHORIZED AGREEMENT AMOUNT: $ 700,000.00[Unchanged] SUMMARY OF TASK ORDERS: Authorized Annual Agreement Amount: $ 700,000.00 Previously Issued Task Orders: $ 67,593.00 Remaining Authorized Amount: $ 632,407.00 Less Revision 1 to Task Order 01: $ 89,649.00 $ 542,758.00 CATEGORY ANNUAL TASK ORDER SUMMARY TASK so TASK ORDER CUMULATIVE ANNUAL ORDER TASK ORDER DESCRIPTION AMOUNT TASK ORDERS 05 SP-187,Ocean Outfall Assessment $48,024.00 $48,024.00 05 Rev. 1 SP-187,Ocean Outfall Assessment $19,569.00 $67,593.00 Increase in Scope of Work Revision 1 to Task Order 05—SP-187,Ocean Outfall Assessment Agreement No.Plan201M1 EDNIS: Page 1 of 2 RETURN TO AGENDA O1 Rev. 1 Arc Flash Hazard Evaluation for $89,649.00 $157,242.00 Treatment Plant No.'s 1&2 SCOPE OF SERVICES: Refer to CONSULTANT's proposal under Task Order 01,Amendment No.l. DELIVERABLES: Project deliverables remain as described under Task Order 01. SCHEDULE: All Work to be completed by approximately 4 months of Notice to Proceed,as described under Task Order 01,Amendment No. 1. EFFECTIVE DATE: This Amendment 1 to Task Order Ol shall be effective as of the date of SANITATION DISTRICT's Operations Committee Chairman's signature below. All terms and conditions of the AGREEMENT shall remain in full force and effect. It is the intent of the SANITATION DISTRICT and CONSULTANT to incorporate this Task Order 01,inclusive of all revisions, into the AGREEMENT in a forthcoming amendment. Chair, Operations Committee Date Orange County Sanitation District Black &Veatch Date Revision 1 to Task Order 05—SP-187,Ocean Outfall Assessment Agreement No.Plan201M1 EDNIS: Page 2 of 2 i AMENDMENT NO. 3 TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT PLAN2010-01 Black& Veatch Corporation THIS AMENDMENT NO. 3 TO the PROFESSIONAL CONSULTANT SERVICES AGREEMENT PLAN2010-01 ("Amendment"), is made effective this -1st day of April, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and Black &Veatch Corporation, hereinafter referred to as "CONSULTANT". W ITNESSETH: WHEREAS, the SANITATION DISTRICT and CONSULTANT previously entered into the PROFESSIONAL CONSULTANT SERVICES AGREEMENT — PLAN2010-01 ("Agreement") dated December 15, 2010, whereby CONSULTANT agreed to provide on-call planning services; and, WHEREAS, on October 4, 2011, the SANITATION DISTRICT and CONSULTANT entered into Amendment No. 1 to the Agreement to increase hourly rates; and WHEREAS, on December 11,2012,the SANITATION DISTRICT and CONSULTANT entered into Amendment No. 2 to extend the term for the one-year optional renewal. WHEREAS, the SANITATION DISTRICT is extending the term of the Agreement until all work under existing Task Orders is completed; and WHEREAS, pursuant to the SANITATION DISTRICT's Resolution No. OCSD 07-04, OCSD may extend a contract for Professional Service Consultants when Purchasing determines that it is in the best interest of the Sanitation District to continue said contract and the Board of Directors has approved such extensions; and WHEREAS, Purchasing has determined that it would be in the best interest of the SANITATION DISTRICT to extend the term of the Agreement to enable work under existing Task Order to be completed; and WHEREAS, CONSULTANT has agreed to the extension of the Agreement with no other changes to the Agreement. Amendment No. 3 -1- PLAN2010-01 895334.1 RETURN TO AGENDA NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Amendment No. 3, it is mutually agreed as follows: 1. CONSULTANT agrees to continue services commencing on April 1, 2015, and ending when the Task Order 01 work is completed. 2. This Amendment No. 3 is supplemental to the Agreement, as modified by Amendments No. 1 and 2, and is by reference made a part of said Agreement. All of the terms, conditions and provisions thereof, unless specifically modified herein, shall continue in full force and effect. 3. In the event of any conflict or inconsistency between the provisions of this Amendment No. 3 and any of the provisions of the original Agreement or Amendments No. 1 and 2, the provisions of this Amendment No. 3 shall in all respects govern and control. 4. The persons executing this Amendment No. 3 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said Party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3,and (iv)the entering into this Amendment No. 3 does not violate any provisions of any other agreement to which said Party is bound. [SIGNATURES ON THE FOLLOWING PAGE] V Amendment No. 3 -2- PLAN2010-01 895334.1 i IN WITNESS WHEREOF, this Amendment No. 3 to the Agreement has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized and executed by CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Operations Committee Date Black and Veatch Corporation By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager SLS Amendment No. 3 -3- PLAN2010-01 895334.1 RETURN TO AGENDA Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO.S 1 &2 A. PURPOSE This scope of work describes the consultant requirements for performing a study that will establish probable electric arc flash levels for all major existing electrical distribution equipment located at Orange County Sanitation District's (OCSD or District)Treatment Plants 1 and 2. B. SCOPE OF WORK 1. Overall The consultant shall conduct an arc flash study in accordance with the requirements of the latest version of NFPA 70E using the calculation method of IEEE 1584 for all electrical distribution equipment in both plants including: ♦ 12,000 volt metal-clad and load-interrupter switchgear ♦ 2400 and 4160 volt switchgear ♦ Low voltage switchgear and switchboards ♦ 4160 volt motor controller lineups ♦ 480 volt motor control centers (MCCs) ♦ Stand-alone medium and low voltage motor controllers (Motor Starters and VFDs) ♦ Stand-alone medium and low voltage disconnect switches ♦ Liquid-insulated and dry-type medium-voltage power transformers Systems to be studied at Plant 1 shall include the Administration-Human Resources- Safety Complex and Laboratory Buildings. OCSD Treatment Plant power systems have been previously modeled using ETAP (Electric Transient Analyzer Program) provided by Operations Technology, Inc. (OTI). The consultant shall use electric system information provided by OCSD in ETAP format to perform the calculations. Any field verification of existing data will be performed by OCSD staff. The consultant shall utilize ETAP to produce all data required for the District to complete an arc flash warning label for each piece of equipment including: ♦ Available short circuit current ♦ Flash protection boundary ♦ Incident energy at 18 inches expressed in cal/cm2 ♦ Personnel protective equipment(PPE) required, including ratings ♦ Voltage shock hazard ♦ Limited shock approach boundary ♦ Restricted shock approach boundary ♦ Prohibited shock approach boundary ATTACHMENT A 1 TO1, Amendment 1 Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO.S 1 &2 The Consultant shall provide a report summarizing findings and providing recommendations for any changes to existing protective device settings or modifications to the systems to mitigate exposure levels above 40 cal/cm2. The Consultant shall base their evaluation on existing protective device settings and target where adjustments may be made and where such adjustments would be insufficient to reduce arc-flash exposures to acceptable levels. The District will review the recommendations with the Consultant to determine what further work is required, which the District will arrange for separately. Any installation of revised settings and subsequent testing will be performed by others. 2. Project Execution The consultant shall follow the steps below in executing this project: Note: The District provided a copy of the scope of work for the original Task Order 1 with the request for proposal for Amendment 1. Suggested changes to the scope of work provided by the District are incorporated below with track changes to reflect the approach requested for reusing as much of the previously completed work as possible before the project was placed on hold in 2013 to update the ETAP databases. 1. Compare and update relay and breaker protection settings—Consultant shall compare the relay and breaker protection settings currently in the ETAP database with the settings found on NETA testing datasheets provided by the District. Where these do not match, Consultant shall update the ETAP database with the NETA datasheet values. Comparison and update shall include up to 600 low voltage circuit breakers and 700 medium voltage relays. 2. Review system and installation data—This information will be provided by the District and will be in the form of single line drawings and ETAP databases. The ETAP Master databases currently available reflect the plant systems as of Jan 1, 2011, or as updated with current bus loading data, feeder data, etc. The current databases document the electrical distribution system and individual loads of 480 V and above. Loads at 240V and below(e.g., panelboards) are each accounted for as a "lump load." The databases may contain inaccuracies, but have been corrected to the extent possible as described above. Consultant shall report any additional suspected inaccuracies or inconsistencies discovered during the course of this Evaluation to OCSD staff for verification and resolution. 3. Determine system modes of operation— Five modes of operation were previously determined. As such, no work is required for this task under this amendment. 4. Determine bolted fault current—Consultant shall compare the operating modes and execute multiple ETAP calculations as required to determine the highest arc flash exposures. 5. Consultant shall specifically include primary and secondary terminals of transformers and line sides of main circuit breakers as ETAP nodes and locations to be evaluated for arc flash exposure. Work for this task is included under Task B.2.3. 6. Find the arc duration based on the protective device characteristics—Consultant shall determine the are duration times and corresponding short circuit levels to be used in ATTACHMENT A 2 TO1, Amendment 1 RETURN TO AGENDA Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO.S 1 &2 the arc flash calculation for each location of exposure. Several fault-interrupting durations shall be tabulated and used for each location of exposure to verify that the clearing timeffault level combination resulting in the highest arc exposure is used. 7. Document system voltages and equipment class. This task was previously completed. As such, no work is required for this task under this amendment. 8. Select the working distances—This will typically be 18 inches. This task was previously completed. As such, no work is required for this task under this amendment. 9. Calculate the incident energy and the flash protection boundary for each location. Panelboards rated 240 volts or less shall not be evaluated unless connected to a transformer larger than 125 kVA. 10. Generically evaluate remote field-mounted 480 V safety switches rated 100 Amps and less. This task was previously completed. As such, no work is required for this task under this amendment. 11. Study exposures greater than 40 cal/cm2—Consultant shall evaluate locations with high exposures and provide recommendations for reducing levels at each location to less than 40 cal/cm2. 12. Prepare a complete study report documenting the inputs used, the assumptions used, the methodology, the results, analysis of results, and recommendations for system modifications. The Report shall include an executive summary chapter that includes "Results and Recommendations Tables"to summarize on a per equipment/item basis, the values and ratings that were documented, calculated, and recommended by the project per this Scope of Work. 13. Provide a final ETAP submittal for this project incorporating any revisions to protective device settings that were finalized and accepted by OCSD. 14. Consultant shall produce and apply arc flash labels, per NFPA 70E/ NEC requirements, for all of OCSD Plant No's 1 and 2 medium voltage switchgears, medium voltage transformers, low voltage switchgears, low voltage MCCs, low voltage distribution panels, low and medium voltage VFD panels, and low and medium voltage switches. Production and application shall include up to 1,140 labels. It is assumed that up to 140 pieces of equipment will require two different labels (i.e., switchgear and associated MCC). It is understood that this quantity may change based on the results of the preceding tasks and that additional services will be authorized to accommodate a greater quantity of labels if found to be required. ATTACHMENT A 3 T01, Amendment 1 Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO.S 1 &2 3. Retrofit Projects The Consultant shall recommend projects to retrofit equipment having are flash exposure levels exceeding 40 cal/Cm2. The Consultant shall provide a tabulated listing of the recommended retrofit projects with brief itemized scope of work and budgetary cost estimate figure for each. C. RESOURCES AVAILABLE The District will make the following information available to the Consultant in addition to providing access to District staff and utility and operating records: • OCSD Design Guidelines and Standard Specifications • ETAP databases as described in Section B. 2. 1., which will include all fuse sizes and types and relay and circuit breaker settings (settings to be validated per Section B.2.1). • Single Line Drawings • Existing plant drawings, as requested (Some OCSD drawings may not be available for some facilities or may not be accurate). D. DELIVERABLES The Consultant shall provide the District with the following: • Project schedule showing key milestones for completion of the project • 90% version of the project report for District review and comment. This shall be a "ready-to-use" report checked and approved by consultant's quality control procedures. • Final project report accommodating all OCSD comments (5 copies+ electronic copy in MS-Office 2003 or later format). • Final ETAP database in electronic format on CD or OVD ROM E. SCHEDULE The schedule for this project is as follows. Deadline Maier Milestones (weeks from the contract start) Approval of Professional Services Agreement: 0 Project kick-off meeting 1 Submittal of Consultant's project schedule: 1 Submittal of 90 % version of project report 8 Submittal of final version of project report 12 Application of arc flash labels 16 ATTACHMENT A 4 TO1, Amendment 1 RETURN TO AGENDA Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO.S 1 &2 F. PROJECT MANAGEMENT 1. Meetings Prior to work, a kick-off meeting with District staff shall be held to establish appropriate contacts and review the Consultants plan to implement this work. Project conferences shall be held with District staff to keep the District appraised of the job, review work in progress, and receive comments. Progress conferences shall be held at mutually agreed upon intervals but in no case less than once per month at the District's offices and may be held via conference call. The Consultant shall be responsible for the preparation of formal agendas for all meetings and for the preparation of meeting notes. The formal agenda shall be submitted with the previous meeting notes at least one week prior to each meeting. One specific meeting (for both plants combined)with District staff shall be held to discuss recommendations for changes to protective device settings to reduce arc-flash exposures, only if such a meeting is warranted (i.e., running the evaluation with a more accurate database is not expected to result in any such changes to overcurrent protective device settings). A pre-final meeting will be held for the consultant to present the 90%version of the final report to district staff. This meeting will coincide with the issuing of the 90% version of the report for District review and comment. 2. Submittal Reviews Four copies of each report version to be reviewed shall be submitted to the District for review and comment, or in all-electronic copies as approved by the District. Typically, a two-week time period should be allocated for District review of each submittal. Each District comment shall be mutually resolved and accepted comments shall be incorporated into the document. 3. Work Outside Approved Project Work that is outside the approved activities that would require additional charges shall not be performed unless the District revises the existing project scope in writing. 4. Changes to Approved Project Assignment The District may order changes by issuance of a written revision to the project scope. If such changes affect the price, expenditure limitations, or schedule, then an equitable adjustment and schedule shall be negotiated and shall be set forth in a project scope revision. G. MONITORING OF WORK 1. Progress Reports The Consultant shall submit monthly progress reports for review by the 10' of the month following and must include at a minimum: (1)current activities, (2)future activities, (3) potential out-of-scope items, (4) concerns and possible delays, and (5) percentage of completion. ATTACHMENT A 5 TO1, Amendment 1 Attachment A SCOPE OF WORK FOR ARC FLASH HAZARD EVALUATION FOR TREATMENT PLANT NO.S 1 &2 H. STAFF ASSISTANCE The District project manager for this project is Sandip Patel at(714) 593-7383. The District staff member assigned to work with the Consultant for this project is Sandip Patel at(714) 593-7325 or a designated staff member. All meetings with District staff related to task evaluation will be scheduled through Sandip Patel, Project Manager. ATTACHMENT A 6 TO1, Amendment 1 RETURN TO AGENDA .range...Eanlbl-Pnrltt AM I,.,,H[e wn br Treatment them NI 1&3 T,tote,1,A,,AM..,t F,hpo.J bV 11l1&Vm[M1 3a A.,.,3 gaff.... WOIE finerhh- eV 3,MI Meet ea BoleKlasselo� iaY rvo. Ta Mxrlptlen pq en meNou ee eam odl xours iodllabr fpnmenp TEx erl anbe emt- Mmin Hood,BeBng W&, $inn $A&n wo $SED $doo 821 re and Upeme Belay and Brea ker pmtAAM, 40 $10.17i Bedew ShAh,&III hoon Uab 1 n 9 $SAM Deu�rMlan 0 $O FM maees alrtaQ.apmnlnM.nM rtpulrte Mammament I F-ItWrant 2 4 4 10 $Ufi9 0.i.i WWaMraq>ndYeendan{iawwk $91nMded In B.3.3 BI6 Utermioe Arc Doehon Imes and Snot Clrw it LMIS 1 n 4 ]0 $1. $D ure.dr enne,not reomree th,.—he.mt OMmte muamt Enem and rosb Pm¢[un B000danea $y 169 Bow p So..IMAIM,not rtpmrtd.1 o—ro ent 1 $md.hpomMet 6-ter Than nO[al/[ml 16 3n $AA, Updne Swdy gepon.90%(drAt&fl,,It 4 A 36 $A"t, Xndmyon-mb%y..n&fin.p $4Mg B3.0 1-1.Fl.I.Sao..., 1 3 1 $ $W 11.o[e and Apply Uhl, 8 60 16e $16jR Axwney up.twel.elgI May emx.e kr4&tl insdlyam Ube o,the M. Woo B.3 flMofll P.AAM, 1 n < 10 $t.M9 MsstlY done All Small addltlmal effort re Alrei 11..endmem 4lmeables 4 4 1. $UW o re fid.dnl.ryah,D.I A,dnMmbl.l 1 1 2 $wB ng,l3:KI"I F,A,p $L36B 11.3 Pmgrns Conkrenre Cage JB�as—dea 1 3 i $ $W 6 Pot manage...&Ae.mXmrbn 111I membly poo,repcml P.g36 Tina. Al t17 261 It, $v . III he wall lnbrm ulrM knM1e art flasM1 awlys...Ion,dymdoded lmM1e ETAP de4Wu and no me—getlo.lsrryooehl amry,Ito pwleu,IV..pl.under the er.IM;I Uy eMe,.111 be mllLM.the greIIex enem p—lool rn help rcd em mvall Ahto compete the a[epe olww4 W,Ahe,updaI ETAP daubax preeldod by the 0lnM. 3.el Impales to, pmpmed,off...based At the dll,me whodole lndoded lathe MO Con toll III arming Met—Eontran. OPERATIONS COMMITTEE Meeting Date TOBd 011Dlr. 04/01/15 oa/zz/1s 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: HYDROGEN PEROXIDE, SPECIFICATION NO. C-2011-480 GENERAL MANAGER'S RECOMMENDATION Approve Change Order No. 4 to Purchase Order 104251-OB to US Peroxide, for the Purchase of hydrogen peroxide, Specification No. C-2011-480, authorizing a unit price increase from $1.867 per gallon to $1.923 per gallon delivered, plus applicable sales tax, for the period July 1, 2015 through June 30, 2016, at a cost not to exceed $1,100,000. SUMMARY Hydrogen Peroxide is used at Plant No. 1 to reduce odor-causing compounds in our wastewater streams. Our current Hydrogen Peroxide vendor, US Peroxide, has requested a 3.0% increase for the final year of this 5-year contract. The proposed Hydrogen Peroxide renewal unit cost will increase $0.056 from $1.867/gallon to $1.923/gallon. The 10% contingency for this contract has already been used. Staff recommends approving the 3.0% increase for the following reasons: • OCSD staff compared Hydrogen Peroxide costs with other wastewater agencies and validated OCSD receives the lowest price on the west coast even with the 3% price increase. • Based on the cost comparison and OCSD's continued decline in peroxide usage, there is a low probability that OCSD will receive a better unit price by bidding this contract. • US Peroxide has consistently provided dependable service and a quality product. PRIOR COMMITTEE/BOARD ACTIONS May- 2011: Original Specification C-2011-480 contract with US Peroxide was approved. CEQA N/A Page 1 Of 2 BUDGET/PURCHASE ORDINANCE COMPLIANCE This recommendation complies with authority levels of the OCSD Purchase Ordinance. This item has been budgeted in Division 830, object 52032, line item 55. Date of Approval ContractlPO Amount 04/22115 $1,100,000 CO#4 03/12/14 $1,321,000 CO#3 03/27/13 $1,321,000 CO#2 03/27/12 $1,321,000 CO#1 05/25/11 $1,615,000 10% Contingency ATTACHMENTS The following attachment may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments. • Change Order#1 Increase from $1.75 gallon to $1.817 gallon (2012/13) • Change Order#2 Increase from $1.817 gallon to $1.867 gallon (2013114) • Change Order#3 No Increase (2014/15) ET:JS:UM:MJ:YS:af Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT BLANKET PURCHASE ? ' o944EBBAvenue P.O.No. 1O42S1-00006 Fountain Valley,CA92708-7019 ORDER Telephone:(714)962-2411 BUYER Marc Dubois FAX No.(714)593-7784 CONFIRMING-Purchase Order Send Invoices Attention Accounts Payable BRWPIANT 231 PAGE No. 1 of 1 SUPPLIER:104475 SHIP TO: ORDEROATE 06/22/2011 US PEROXIDE LLC BUS-(404)352.6070 Orange County Sanitatlon District DELIVERY 06/30/2015 900 CIRCLE 75 PARKWAY FAX-(404)352-6077 10844 Ellis Avenue DATE SUITE 1330 sduggan(Bh2o2.com Fountain Valley CA 92708-7018 FOB FOB-Destination ATLANTA GA 30339 NO FRIDAY DELIVERIES CONTACT INSTRUCTIONS: Direct all inquiries to Marc Dubois at(714)593.7580. NOTE:MATERIAL SAFETY DATA SHEETS REQUIRED FOR HAZARDOUS MATERIALS. THIS PROCUREMENT IS IN ACCORDANCE WITH ALL TERMS&CONDITIONS THAT APPEAR ON THE REVERSE SIDE OF THIS DOCUMENT UNLESS OTHERWISE STATED BELOW FAILURE TO PROVIDE THE PREPAID FREIGHT BILL WITH THE INVOICE SHALL DELAY PAYMENT Line Extended OCSD No. Stock Number/Item Description Price Reference 4 CHE 1,321,000.00 - 7/1/2014-6/30/2015 LOO 000 P" Hydrogen Peroxide 1 I y'fy�1{S C08 3 POg104251-08 for the purchase of Hydrogen Peroxide,in accordance with all terms&conditions as referenced In the Spec No.C-2031-480 to be delivered to P1(Fountain Valley)&P2(Huntington Beach,Ca). CONTRACT TERM:July 1,2014 through June 30,2015 (plus One(1)one-year renewal options) UNIT COST: $1.867 per gallon delivered (price Includes all freight charges&taxes except applicable CA Sales Tax be paid by OCSD).Taxes apply to product only. TOTAL ESTIMATED ANNUAL USAGE:600,000 Gallons Alp coding: 830,52032-SL:10081036 DISTRICT CONTACT:Shabblr Basrai,Div.830 ext.2614 Invoices to Yvonne Schwab ext.7024 PRO 84526-OR/POg104251-OB/C08 3,AMF BOARD AWARD:5-25-11 Item No.12 Tax Rate Sales Tax Total Order 1,321,000.00 FOR Go bS0 i Buyer/CA: I I 0nageN— Date: 3//2/1 Y ORANGE COUNTY SANITATION DISTRICT P.O. No. T10425-1-000 oB 10844 Ellis Avenue Buyer I Dubois,Marcus Fountaiephone:n va1 0 ley,CA 92708-7018 CONFIRMING-Purchase Oaa, Tel14)962-2411 FAX No.014)593-7784 BLANKET PURCHASE ORDER URN/PLANT: 231 PAGE I OF . ..... .lm...... ..........- ...—.......... SHIP SEND vivolpel ORDE R DATE 06122111 US PEROXIDE U-C Phone-(404)352-O070 County Sanitation DIsM0 ATTENTION:Amounts Payable RED DELIVERY O6I30tI4 900 CIRCLE 75 PARKWAY Orange County Orange County Sanitation Blanton -- SUITE 1330 FAX- (404)3526077 Fountain Valley CA 92708-7018 108"Ellis Avenue FOB FOR-Destination ATLANTA GA 30339 Fountain Valley CA 92708-7018 CONTACT . .............--.......... .. ....... ......... IUSTS.UCT...I O..M..S.. :[NOTE:MSOS RE: :FOR ................................. . . .... ......... ..................... THIS PROCUREMENT IS IN ACCORDANd.0.*.ftvf CTEIIN'&.Y,C01111SIbFOFTNl4UNUESS OTHERMSEZrATEGIBELOW ............ .............. Order Daw .1qul wal Order Type 7/112013-6/3012014 1,321,000.00 OBMOI14 COY 2 P0#1 M251-0B for the purchase of Hydrogen Peroxide,in accordance whit all terms&conditions as referenced in the Spec N..C�201MO W be delivered to P1 Fountain Valley) &P2 01-rafinil Beach,C.). CONTRACT TERM:July 1.2013 through June SO.2014 (plus Two 12)one-yeas renewal options) I K±j UNIT COST: $1.867 per gallon&Iiwmd (Price Includes all freight charges&taxes except applicable CA Sales Tax be Paid by OCSD).Texas apply to product only. TOTAL ESTIMATED ANNUAL USAGE:600,000 Gallants AjPc.ding; 830.52032,SL: IW81036 6imtcr CONTACT.-Shabbir Bevel,Div.830 am 2614 Invoices to Yvonne Schwab can.7024 PRY 80288-ORI PO#10425I-OB/CO#2,AMF BOARD AWARD:6-25-1 1 loan No.12 YJ'IJ 17 SEt, /<Y( , /(�rk,r Tenn 0.Upon Receipt — Salea Tax Total Or Tax Race 1,321,000. MANAGER: :251-000 06 ORANGE COUNTY SANITATION DISTRICT Buyer P.O. No. Dubo1 is.Marcus 10844 Ellis Avenue TlephFountain Valley.CA 2-2411 018 FAX-NON-0ONFIRM-PROCESS ASAP Tekphone:(714) 962-2411 FAX No. (714)965-0]28 BLANKET PURCHASE ORDER BRN/PLANT: 231 PAGE 1 OF i 104475 SUPPLIER SHIP TO: SEND INVOICES TO: ORDER DATE 06/22/11 US PEROXIDE LLC Phone- (404) 352-6070 Orange County Sanitation District ATTENTION:Accounts Payable REG DELIVERY 06/30/13 900 CIRCLE 75 PARKWAY 108"Ellis Avenue Orange County Sanitation Disirict SUITE 1330 FAX- (404) 352-6077 Fountain Valley CA 92708-7018 108"Ellis Avenue FOB FOB-Destination ATLANTA GA 30339 Fountain Valley CA 92708-7018 CONTACT INSTRUCTIONS: NOTE:MSDS REWIRED FOR HAZARDOUS MATERIALS FORWARD TO SAFETY DIVISION THIS PROCUREMENT IS IN ACCORDANCE WITH ALL TERMS&CONDITIONS THAT APPEAR ON THE REVERSE SIDE OF THIS DOCUME IT UNLESS OTHERWISE STATED BELOW p I Stock Number/Item Deaeriptiar Fxtantletl Price Order Data Ong.Order No. Order Ty 7/112012-6/30/2013 1,321,000.W 06/30/13 PO#104251-013 for the purchase of Hydrogen Peroxide,in accordance with all tams&conditions as referenced in the Spec No.C-2011480 to be delivered to P1 (Fountain Valley)&P2(Huntington Beach,Cal. UNIT COST: 31.817 per gallon delivered (price includes all freight charges&taxes except applicable CA Sales Tax baTf id-by-B66DI.Taxes apply to product only. CONTRACT TERM:July 1,2012 through June 30, 2013 (plus Three(3)one-year renewal options) TOTAL ESTIMATED ANNUAL USAGE: 6OD,000 Gallons A/P coding: 830.52032-SL: 10081036 DISTRICT CONTACT:2A5g*l Chle ,Div.830 ea.7084 Invoices to Yvonne Schwab am.7024 PR#75320,0R/PO#104251-0B AMF BOARD AWARD: 5-25-11 been No.12 - Term Due Upon Receipt Sales Tax Total Oro Tax Rate .00 1,321,000.110 Mly- 'CA: Data: '3 'L '1_ H: Dater `.� •2• OPERATIONS COMMITTEE Neetlng pate TO BA.Of DIl. o4101/is oa22/is AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facility Support Services GENERAL MANAGER'S RECOMMENDATION A. Approve a Site Access and License agreement with Pacific Quality Partners, to allow mobilization of a chemical dosing station and injection of chemicals at 1355 West Imperial Highway in the city of Brea, for a term of 36 months, at a total cost of $2,280 per month for the first 12 months, in a form approved by General Counsel; and B. Approve the General Manager, or his designee, to negotiate future monthly license fees, after one year, up to three percent price escalation per year, beginning July 1, 2016 and annually therafter. SUMMARY Orange County Sanitation District (OCSD) currently uses chemicals for corrosion and odor control in its collection system. We dose chemicals at six locations as a part of our Sewage Conditioning Program. The Program also helps reduce the level of odors at the treatment plants. OCSD property is typically not available. Real property has been leased when needed. This location will help reduce odors in Buena Park, La Habra, La Palma, Anaheim, Stanton, Cypress, Garden Grove, and Westminster. This new location will also likely reduce the dosage rates of chemical treatment needed further downstream in the Knott Trunk sewer. OCSD has been dosing chemicals at 1225 West Imperial Highway at Brea RV Storage in the city of Brea. However, the owner is planning to redevelop the property and will not be renewing our lease. This proposed location is near the current dosing site. PRIOR COMMITTEE/BOARD ACTIONS December, 2010 — The Board approved a real property lease, and subterranean license agreement with an option to extend, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of a chemical dosing station and injection of chemicals at 1225 West Imperial Highway in Brea. December, 2012 —The Board approved an amendment to the existing lease, a two year (24-month) real property lease and subterranean license agreement, with Brea Imperial Inc. and RV Storage Depot Brea to allow mobilization of chemical dosing equipment and injection of chemicals at 1225 West Imperial Highway in Brea, with an option to Page 1 of 2 extend for up to two additional years with up to a three percent price escalation per year beginning December 31, 2012 and ending December 31, 2014. ADDITIONAL INFORMATION Staff negotiated the $2,280 monthly rental fee for this lease. This rental fee is $372.25 less than we are currenly paying. The chemical supplier furnishes a skid mounted type packaged system to store and dose the chemicals. That contract is separate from this site lease agreement. CEQA The project is exempt from CEQA pursuant to CEQA's Class Class 3 Exemption for "New Construction or Conversion of Small Structures" (CEQA Guidelines § 15303.) This exemption applies to the construction and location of limited numbers of new, small facilities or structures and the installation of small new equipment and facilities in small structures. The examples listed in this exemption include a broad range of structures such as, without limitation, up to three single family residences in urban areas and accessory water main, sewage and other utility extensions of reasonable length to support such construction. Here, the project calls for the installation of a single 10,000 gallon tank, a dose skid with pumps, and secondary containment. Minor excavation work will also be required to extend existing water and power lines approximately 200 feet to the tank. As a result, the project calls for the construction of new, small facilities and is therefore exempt pursuant to CEQA Guidelines Section 15303. BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. ATTACHMENT The following attachment is included in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Site Access and License Agreement MPV:ME:eh:NJA;pe Page 2 of 2 RETURN TO AGENDA SITE ACCESS AND LICENSE AGREEMENT THIS SITE ACCESS AND LICENSE AGREEMENT ("Agreement") is made and entered into as of , 2015 ("Effective Date') between PACIFIC QUALITY PARTNERS, a California limited partnership ("PACIFIC"), and ORANGE COUNTY SANITATION DISTRICT, a county sanitation district organized and existing under the County Sanitation District Act, Health & Safety Code §§4700 et seq., ("OCSD"). PACIFIC and OCSD are individually or collectively referred to herein as the "Party" or the "Parties." This Agreement is made with reference to the following facts: A. PACIFIC is the fee interest owner of in the real property located at 1355 W. Imperial Highway,in the City of Brea,State of California 92821 ("Property");and B. OCSD is responsible for safely collecting, treating and disposing of wastewater generated by more than 2.5 million people living and working within the County of Orange, State of California; and C. OCSD desires to operate a chemical dosing site on the Property, which will add ferrous chloride and/or calcium nitrate and/or magnesium hydroxide to the sewer lines existing adjacent to the Property for delivery within OCSD's facilities downstream of the Property ("Dosing Site"); and D. OCSD has identified a City of Brea sewer manhole immediately adjacent to the Property("Manhole")as an ideal location for dosing into the adjacent sewer lines. E. PACIFIC desires to assist OCSD in establishing and operating the Dosing Site by allowing OCSD to access, and enter into and upon the Property. NOW, THEREFORE, in consideration of the mutual obligations, representations, and promises contained in this Agreement,the Parties hereby agree as follows: 1. Grant of Access. PACIFIC hereby grants to OCSD, its employees, consultants, representatives, contractors, subcontractors and/or agents ("Authorized Personnel") the right to use, access and enter into and upon the portion of the Property set forth in the Site Plan,attached hereto as Attachment "A" and incorporated herein by reference ("Access Area") for the purpose of establishing and operating the Dosing Site, to access the sewer line through said Manhole, to install conduit through the Manhole and into the sewer line, and to transport ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for delivery within OCSD's lines downstream of the Property. 2. Dosing Site Improvements. The Dosing Site will consist of no more than two above-ground storage tanks, and a double-wall pipe through which OCSD will transport the following chemicals: ferrous chloride and/or calcium nitrate and/or magnesium hydroxide for injection into the City of Brea's local sewer system adjacent of the Property and eventual discharge into OCSD's sewer system. OCSD represents that no ferrous chloride and/or calcium nitrate and/or magnesium hydroxide will be allowed to escape the facilities, tanks or piping into the surrounding environment. The Dosing Site layout is presented in the Plan Views, attached IM929.1 RETURN TO AGENDA hereto as Attachment "B" and incorporated herein by reference. OCSD may utilize other products, chemicals,or technologies if mutually agreed upon by the Parties. 3. Cooperation. PACIFIC will cooperate with OCSD to provide access to the Property and Access Area as may be reasonably necessary to allow OCSD to operate the Dosing Site, so long as the same does not unreasonably interfere with PACIFIC's operations,or cause an undue inconvenience to PACIFIC's employees, guests, customers, tenants, occupants and invitees. 4. Term. This Agreement shall expire thirty six (36)months from the Effective Date ("Initial Terra" Upon expiration of the Initial Term, this Agreement shall automatically extend and continue in full force and effect on a month-to-month basis unless and until terminated in writing by either Party. .. 5. Utilities. Pacific shall be.responsible for providing to OCSD a source of ., electricity and water on the Property. OCSD shall be responsible, at its sole cost, for routing electricity and water to the Dosing Site, and for routing discharge from the Dosing Site. 6. OCSD Promise to Pay— Lioense. For the first twelve (12) months of the Initial Term, PACIFIC will bill OCSD on a monthly basis a monthly license fee in the sum of$2,280, - which sum shall include compensation for all utilities used by OCSD in connection with the dosing site. Upon the twelve (12) month anniversary of the Effective Date, and annually thereafter,PACIFIC shall be entitled to increase the monthly license fee up to three percent(3%) and bill OCSD accordingly. 7. Machinery & Equipment PACIFIC authorizes OCSD, and its Authorized Personnel, to bring onto the Property such equipment and/or machinery as may be reasonably necessary to establish and operate the Dosing Site, so long as such activity is consistent with the terms and conditions stated herein. 8. Unreasonable Interference; Prior Notice. In operating the Dosing Site, OCSD shall not unreasonably interfere with PACIFIC's operations. OCSD shall give PACIFIC no less than three (3) business days' notice prior to its first entry upon the Access Area and the commencement of Dosing Site activities. PACIFIC and its employees and agents shall not interfere with, or obstruct, the Dosing Site or such entry by OCSD's Authorized Personnel, and PACIFIC shall not cause,or permit others to cause, any such interference or obstruction. 9. Restoring Condition of Access Area and the Procertv. OCSD agrees: (1) to minimize, to the extent practicable, interference with the activities of PACIFIC 's employees, guests,customers,tenants,occupants and invitees on,and ingress to, and egress from,the Access Area; (2) to maintain its machinery, equipment, and other materials in an orderly manner while located on the Property; and (3) within 30 days following the expiration of the term of this Agreement, to remove from the Access Area and the Property all debris, trash, machinery, equipment and other materials and items used by OCSD or caused by it to be on the Access Area or on the Property. Additionally, OCSD agrees that at the completion of each day OCSD utilizes the Access Area, it shall restore the Access Area to as close to the same condition as existed at the commencement of that day, to the maximum extent possible. Following the expiration of the term of this Agreement, at its sole cost OCSD shall restore the Access Area to as close to the IMMA RETURN TO AGENDA same condition as existed before OCSD's fast entry upon and use of the Access Area in connection with the Dosing Site, to the maximum extent possible, and to the reasonable satisfaction of PACIFIC. At its sole cost, OCSD shall be responsible for the proper lawful disposal of all chemicals, compounds, and other products and materials it brings onto, or causes _ to be on,the Property. 10. Preparatory Activities. At its sole cost,OCSD agrees to assume full responsibility to perform all relevant preparatory work as it deems necessary to establish and operate the Dosing Site. OCSD also agrees to provide appropriate notification to, and to obtain all required permits from,all applicable regulatory authorities in connection therewith. 11. No Nuisance. OCSD agrees that it will not maintain any public or private nuisance on the Property, and will not allow any odors, smoke, noise or objectionable elements to unreasonably affect PACIFIC's employees, agents, customers, visitors, or neighboring real property occupants or visitors. - 12. Indemnity. OCSD hereby agrees to indemnify, defend, save and hold PACIFIC, and its owners, partners, agents, officers, members, employees, representatives, and affiliates harmless from, and against, all losses, costs, expenses, claims, causes of action, and damages suffered or incurred by any of them, which may arise from,pertain to, or relate to, the negligent acts or omissions, recklessness, or willful misconduct of OCSD or its Authorized Personnel in connection with the exercise of the rights granted herein. OCSD's obligation to indemnify, defend,save and hold harmless shall not apply to the extent that any such losses, costs,expenses, claims, causes of action or damages are caused by the negligence or willful misconduct of PACIFIC, or its owners, partners, agents, officers, members, employees, representatives or affiliates. 13. Safety and Site Condition. OCSD shall conduct its operations in a safe manner in compliance with all laws, including, but not limited to, environmental laws, and shall cooperate in maintaining the site in a safe,clean and orderly condition. 14. Sole Cost of OCSD. OCSD agrees that any work or activities conducted by OCSD on or beneath the Access Area and Property shall be at the sole cost and expense of OCSD. OCSD agrees to keep the Property free and clear of all liens by paying off all subcontractors before any debt to the same becomes a matter of a lien of record against the Property. 15. Insurance. During the term of this Agreement,OCSD shall require all contractors or subcontractors, and their employees and agents, to maintain insurance with the following minimum coverage: (i) Workers Compensation with California minimum statutory limits; (ii) Automobile Liability with$1,000,000 single limit,or equivalent; and, (iii) Commercial General Liability,with$2,000,000 single limit,or equivalent During the term of this Agreement, OCSD shall request each such Contractor or subcontractor to provide PACIFIC with a Certificate(s) of Insurance reflecting that PACIFIC is named as an "Additional Insured" on each contractor's and each subcontractor's Commercial 1043928.1 RETURN TO AGENDA General Liability,or similar,liability insurance policy. 16. Limited Access. OCSD agrees that entry upon the Access Area shall be limited to the extent necessary, or desirable, for the establishment and operation of the Dosing Site and/or for the purposes expressed in this Agreement. 17. Temporary Use. The right to use and access granted herein is intended by the Parties, and shall be construed, as a temporary right to use the Access Area to conduct the Dosing Site upon the Property, and not as a grant of an easement or of any other legal or equitable interest in, or to,the Property. Except as expressly set forth herein, no other rights are created in OCSD by this Agreement. 18. Attomeys' Fees. If it becomes necessary for any Party to engage the services of legal counsel to institute any civil action to enforce or confirm, or to defend against, or to interpret or construe, any of provision(s)of this Agreement, the prevailing Party shall be entitled to recover from the other Party or Parties therein all of such Party's attorneys' fees, expert witness fees, other expenses and court costs as the prevailing party actually incurs in connection therewith. 19. Binding on Successors. This Agreement shall be binding upon the Parties to this Agreement, and upon their respective successors,representatives,heirs and assignees. 20. No Waiver. It is further understood and agreed that no failure or delay in exercising any right,power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other, or further, exercise thereof, or the exercise of any right, power or privilege hereunder. A waiver of any right by any one of the Parties hereunder must be in writing, and signed by the Party granting the waiver. 21. Assignability. OCSD shall not assign, or otherwise transfer, or attempt to transfer, to any other person or entity, any of its rights herein stated, and shall not transfer, or attempt to transfer, to any other person or entity, any of the duties or obligations herein stated, without the prior written consent of PACIFIC, which may be given or withheld in PACIFIC's sole and absolute discretion, and any other attempt to do so shall be void and of no legal force or effect. 22. Choice of Law. The terms of this Agreement shall be interpreted and construed according to the laws, regulations and ordinances of the United States of America, the State of California,the County of Orange, and the City of Brea,as they may apply,from time to time. 23. Further Acts. For the duration of this Agreement, each Party shall, whenever requested to do so by the other Party or Parties,execute, acknowledge and deliver,or cause to be executed, acknowledged or delivered, any and all such further instruments and documents, and do any and all other acts as may be reasonably necessary to accomplish the purpose and intent of this Agreement. 24. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties pertaining to the subject matter addressed herein, and supersedes all prior, or contemporaneous, agreements and understandings, both written and oral, 1043928.1 RETURN TO AGENDA pertaining to such subject matter 25. Interpretation. This Agreement will be interpreted according to the fair meaning of its terms and not strictly for,or against,any Party hereto. 26. Modification. The provisions of this Agreement may only he amended or modified by a written agreement executed by the Parties. 27. Authority. Each person executing this Agreement hereby warrants that he/she has legal authority to bind the Party for whom he/she so executes this Agreement. 28. Severability. If any provision of this Agreement is held by any court of law or equity having proper jurisdiction over the matter to be void, invalid or unenforceable for any reason, the remaining provisions of this Agreement overall shall continue in full force and effect without being impaired or invalidated in any way. 29. Notice. All notices or other documents (collectively `notices") given hereunder shall be in writing and shall be addressed to the recipient and sent by personal delivery or by overnight delivery service, such as by United States certified mail, postage prepaid, Federal Express, United Parcel, or the like. Unless and until otherwise notified, the address of each of the Parties for the giving of Notices shall be as follows: If to PACIFIC: Chris Chan,Project Manager Pacific Quality Packaging Corporation 660 Neptune Avenue, Brea,CA 92821 If to OCSD: Orange County Sanitation District Attn: Clerk of the Board 10844 Ellis Avenue Fountain Valley,CA 92708 1013928.1 RETURN TO AGENDA IN WIPNFSS WHEROF, the parties have executed this Agreement on the date set forth below their respective signatures. ORANGE COUNTY SANITATION DISTRICT Dated: APPROVED AS TO FORM: By: By: Tom Beamish Bradley R. Hogin Chair, Board of Directors General Counsel ATTEST: By: Its: PACIFIC Dated: 3 i d By: Fred Chan Its: General Partner 1043928.1 OPERATIONS COMMITTEE Meng Dat0 TOBE. Dir. B4/ltio1115 oa/zz/1Or5 AGENDA REPORTItemNumber Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: TRUNK LINE ODOR CONTROL IMPROVEMENTS, PROJECT NO. P1-123 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Trunk Line Odor Control Improvements, Project No. P1-123, for an amount not to exceed $529,970; and B. Approve a contingency of$52,997 (10%). SUMMARY The main goals of this project are twofold: (1) Replace existing Scrubbers 9 and 10 at the Plant No. 1 Headworks facility with two new higher capacity bioscrubbers, and connect additional facilities to the foul air system; and (2) Eliminate odors upstream of the three siphons along the Baker-Gisler Interceptor and Santa Ana Trunk sewers by implementing air jumper improvements to reduce condensate and water infiltration. Carollo Engineers provided the engineering services for preliminary and final design. Carollo Engineers' engineering support services are needed during the construction phase to provide continuity through the completion of the project. The proposed services will be provided on an as-needed basis and will include reviewing submittals, answering Contractor's requests for information, reviewing design changes, preparing record drawings, and assisting in closeout of the project. Staff negotiated with Carollo Engineers for these support services in accordance with the Orange County Sanitation District's (Sanitation District) adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort to prepare record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends awarding a Professional Consultant Services Agreement to Carollo Engineers. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 2 ADDITIONAL INFORMATION N/A CEQA A Notice of Exemption was filed and recorded on August 31, 2012. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15 and 2015-16, Section 8, Page 53) and the budget is sufficient for the recommended action. ATTACHMENT The following attachmentia) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Consultant Services Agreement JM:dm:gc Page 2 of 2 RETURN TO AGENDA PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22nd day of April, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CAROLLO ENGINEERS, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Trunk Line Odor Control Improvements, P1-123; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on April 22, 2015, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. C. In the event that work is not performed to the satisfaction of the SANITATION PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 1 of 18 DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of fifteen (15) calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. F. SERVICES DURING CONSTRUCTION Hazardous materials or asbestos may exist at the site where there is no reason to believe they could or should be present. The CONSULTANT and the SANITATION DISTRICT agree that the discovery of unanticipated hazardous materials or asbestos constitutes a changed condition mandating a renegotiation of CONSULTANT's services. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Twenty- Nine Thousand, Nine Hundred Seventy Dollars ($529,970.00). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 2 of 18 RETURN TO AGENDA B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Suboonsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Suboonsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 3 of 18 the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"—Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem' as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 4 of 18 RETURN TO AGENDA Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 5 of 18 If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in staled amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 6 of 18 RETURN TO AGENDA the SANITATION DISTRICT; ore) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 7 of 18 CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. !it. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 8 of 18 RETURN TO AGENDA One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior ads or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 9 of 18 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 10 of 18 RETURN TO AGENDA Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 11 of 18 COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 12 of 18 RETURN TO AGENDA 13. THIRD PARTIES This Agreement is entered into by and for the SANITATION DISTRICT and the CONSULTANT, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Jeff Mohr, Project Manager Notices shall be mailed to CONSULTANT at: CAROLLO ENGINEERS, INC. 3150 Bristol St., Suite 500 Costa Mesa, CA 92626 Attention: Doug Lanning All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 13 of 18 CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 21. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 22. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 14 of 18 RETURN TO AGENDA 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, consultants, and agents (collectively the "Indemnified Parties'), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses including without limitation, attorneys'fees, disbursements and Court costs, and all other professional, expert or consultants fees and Costs and the SANITATION DISTRICT's general and administrative expenses (individually, a "Claim", or collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, consultants, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising from: (A)the sole or active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, consultant, suboonsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 24. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 15 of 18 CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 25. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 16 of 18 RETURN TO AGENDA the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 17 of 18 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: CAROLLO ENGINEERS, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A'—Scope of Work Attachment"B"—Cost Matrix Attachment"C"— Fee Proposal Attachment"D"—Allowable Direct Costs Attachment"E"—Not Used Attachment"F"— Not Used Attachment"G"— Not Used Attachment"H"—Not Used Attachment"I"— Not Used Attachment"J"— Not Used (or Not Attached) Attachment'K"—Not Used PCSA PROJECT NO. P7-123 Revised 060214 TRUNK LINE ODOR CONTROL IMPROVEMENTS Page 18 of 18 OPERATIONS COMMITTEE Meeting Date TOBd.oDir. 04/01/15 04/22/15 AGENDA REPORT Itenn Number Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SOUTH PERIMETER SECURITY & STORM WATER IMPROVEMENTS AT PLANT NO. 1, PROJECT NO. P1-125 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with AECOM to provide engineering design services for the South Perimeter Security & Storm Water Improvements at Plant No. 1, Project No. 131-125, for an amount not to exceed $567,003; and B. Approve a contingency of$56,700 (10%). SUMMARY This project will construct a new wall, entry/exit gates and add security enhancements to Plant No. 1 southern perimeter. The storm water along this perimeter exits at various locations from this property. This project will ensure that all storm water captured on Plant No. 1 property will not leave the site per new regulatory requirements. Plant No. 1 has potable water connections from the City of Fountain Valley (City) along Garfield Avenue for the Engineering and Construction trailer complex at the southwest corner. These connections along Garfield Avenue require an air gap that does not exist. A new water pipe will be installed and connected to the existing Plant No. 1 potable water loop, and then physically sever the direct connection to the City's system along Garfield Avenue. The Orange County Sanitation District (Sanitation District) advertised a Request for Proposal in October, 2014, and four proposals were received. Based on the overall qualifications and expertise, staff recommends awarding a Professional Design Services Agreement to AECOM. The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select "the best qualified firm" for architectural and engineering services and to negotiate a "fair and reasonable" fee with that firm. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 4 ADDITIONAL INFORMATION General Staff retained Pinkerton to perform a security risk assessment of the plant facilities. The risk assessment report recommended improving the perimeter security by upgrading the gate systems. The Pinkerton report also recommends increasing the height of the gates and wall/fence lines particularly along the Plant No. 1 southern perimeter. The City of Fountain Valley shall approve all fencing and screening features per Specific Plan requirement. In order to meet the goals set for the facility's NPDES permit that is issued by the California Regional Water Quality Control Board, all storm water conveyance will be engineered so it does not leave the site. The City has requested that the Sanitation District disconnect the potable water connection as soon as possible since they have no control of the lines once they are inside of Plant No. 1 and there is no air gap to protect the supply. This is a reasonable request from the City since public health codes dictate that all public water supplies be physically separated by an air gap before entering a sewage treatment plant. Plant No. 1 has an air gap and pump station at the northeast corner of the facility. This connection to the Engineering and Construction trailer complex was not an issue in the past. However, the recent expansion of the Ground Water Replenishment system has installed facilities that are adjacent to the trailer complex. Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for this project was advertised on October 23, 2014. As a result, proposals were received from Civil Source, AKM, Lee & Ro, and AECOM on December 10, 2014. A Staff Evaluation Committee consisting of six representatives from the Engineering and Operations Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD44. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following criteria: (1) project understanding and approach; (2) applicable related project experience; and (3) project team and staff qualifications. After reviewing and scoring the proposals, the Consultant firms were ranked according to the score achieved. The Evaluation Committee short-listed and interviewed the top two proposing firms to meet the key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected AECOM as the top-ranked firm as shown in Table 1. Page 2 of 4 TABLE 1 PROPOSAL EVALUATION' Consultant Evaluator AECOM Lee & Ro Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 2 1 Reviewer E 1 2 Overall Ranking 1 2 Proposal Fee $594,848 Negotiated Fee Proposal $567,003 ' Based on scores after interview AECOM was ranked highest by the Evaluation Committee. Both proposals were accompanied by a sealed fee proposal estimate. The fee proposal of the highest ranked firm was opened after the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Ordinance No. OCSD44. Staff conducted negotiations with AECOM to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meetings, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, AECOM submitted a revised fee proposal. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the Professional Design Services Agreement to AECOM. CEQA Notice of Exemption was filed on July 28, 2014. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15, Section 8, Page 122) and the project budget is sufficient for the recommended action. Page 3 of 4 ATTACHMENT The following attechment(s) maybe viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: Professional Design Services Agreement AN:dm:gc Page 4 of 4 RETURN TO AGENDA PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the edate» day of «Month», eyear» by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and ((CONSULTANT COMPANY», for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for .Contract/Project Title», AContract/Project No.D; and to provide Design services for «Contract/Project Description» and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on «Board Meeting Date» the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 1 of 18 SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of sNumber of Days» calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 2 of 18 RETURN TO AGENDA for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed eGrand Total Written Amount)) Dollars ($eGrand Total Amounb)). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment "E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. PDSA PROJECT NO. Pl-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 3 of 18 As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Suboonsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs A The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment V'-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 4 of 18 RETURN TO AGENDA CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PDSA PROJECT NO. Pl-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 5 of 18 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 6 of 18 RETURN TO AGENDA E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 7 of 18 apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an 'A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PDSA PROJECT NO. Pl-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 8 of 18 RETURN TO AGENDA C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing PDSA PROJECT NO. P7-125 Revised 0e0214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 9 of 18 no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 10 of 18 RETURN TO AGENDA H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance I All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PDSA PROJECT NO. Pl-125 Revised 0e0214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 11 of 18 N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS I CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 12 of 18 RETURN TO AGENDA subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: «Contracts Administrator's Names, «Contracts Administrator's Title» Copy: «Project Manager's Name», Project Manager Notices shall be mailed to CONSULTANT at: 6CONSULTANT COMPANY» «Street Address» «City, State Zip)) Attention: «CONSULTANT'S Representative» PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 13 of 18 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS IL The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE 4 CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. PDSA PROJECT NO. Pl-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 14 of 18 RETURN TO AGENDA 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(iesl 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties PDSA PROJECT NO. P7-125 Revised 0e0214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 15 of 18 nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND IL The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OCSD POLICIES AND PROCEDURES PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 16 of 18 RETURN TO AGENDA CONSULTANT shall be required to comply with all OCSD policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. 4 Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. PDSA PROJECT NO. P7-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 17 of 18 CONSULTANT: COMPANY NAME By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By 41 - Chair, Board of Directors Ise By v [Name] Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment "A"—Scope of Work Attachment "B"—Labor Hour Matrix Attachment"C"—Conflict of Interest Disclaimer Attachment"D"—Allowable Direct Costs Attachment "E"— Fee Proposal Attachment "F"—Professional Design Services Agreement (PDSA) Attachment"G"—Acknowledgement of PDSA Attachment "H"— Professional Consulting Services Agreement(PCSA) Attachment"I"—Cost Matrix and Summary Attachment"J"—Acknowledgement of Addenda Receipt Attachment"K'—Hourly Rate Schedule for Minor Subconsultant Attachment"L'—OCSD Safety Standards (ocsd.com/opengov/safety-and- human-resources-policy) XXX:xx EDMS: PDSA PROJECT NO. P1-125 Revised 060214 SOUTH PERIMETER SECURITY&STORM WATER IMPROVEMENTS AT PLANT NO. 1 Page 18 of 18 OPERATIONS COMMITTEE Meeting Date TOBdofDlr. 04/01/15 041j2/I5 AGENDA REPORT Item Number Rem rvumbe 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: EFFLUENT REUSE STUDY, PROJECT NO. SP-173 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $450,000, increasing the total amount not to exceed $3,250,000; B. Approve a Professional Services Agreement with CDM Smith, Inc., to provide Engineering Services for Effluent Reuse Study, Project No. SP-173, for an amount not to exceed $2,008,510; C. Approve a contingency of$200,850 (10%); and, D. Authorize staff to negotiate a cost-sharing agreement with the Orange County Water District for future Board approval. SUMMARY The Orange County Sanitation District (Sanitation District) Board of Directors approved a five-year Strategic Plan in November 2013, which identified maximizing water recycling as a strategic goal for the agency. The Sanitation District recognizes the value of enhancing water supply reliability, particularly in this time of persistent drought. Reusing this local resource will support California's efforts to provide a safe, sustainable water supply. The purpose of this project is to identify options for recycling Plant No. 2 effluent water, prioritizing how the Sanitation District will deliver effluent to the Orange County Water District (OCWD) for the Final Expansion of the Ground Water Replenishment System (GWRS). The Sanitation District and OCWD are interested in partnering in this study. As such, Staff is requesting authorization to negotiate a cost—sharing agreement with OCWD. The Sanitation District is taking the lead on this study since most of the work needed to provide flow for the GWRS Final Expansion involves the modification to Sanitation District facilities. By supporting the GWRS Final Expansion, the Sanitation District will be able to recycle a majority of its wastewater. The Sanitation District advertised a Request for Proposal (RFP) and three proposals were received. The three proposals were evaluated and ranked. CDM Smith, Inc. was Page 1 of 4 selected as the most qualified firm. Staff recommends awarding a Professional Services Agreement (PSA) to CDM Smith, Inc. for an amount not to exceed $2,008,510. Staff is requesting a budget increase of $450,000, since the Consultant fee came in $500,000 greater than was estimated in the current budget. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION GWRS is the world's largest membrane purification system for indirect potable reuse. GWRS uses the Sanitation District's Plant No. 1 secondary treated wastewater that would have previously been discharged into the Pacific Ocean and purifies it using a three-step advanced treatment process consisting of microfiltration, reverse osmosis, and ultraviolet light with hydrogen peroxide. The process produces high-quality water that exceeds all state and federal drinking water standards. GWRS produces 70 Million Gallons a Day (MGD) of near-distilled quality water. This is enough water to meet the needs of nearly 600,000 residents in north and central Orange County. The initial design and construction of the GWRS was a project jointly-funded by OCWD and the Sanitation District, and has been operational since 2008. OCWD is working to complete the GWRS Initial Expansion project, which will allow the GWRS facility to produce 100 MGD of potable reuse water. The GWRS Initial Expansion is currently in construction and scheduled to be complete in summer of 2015. The Sanitation District is modifying their operations to provide up to 120 MGD of secondary treated effluent to OCWD for the GWRS Initial Expansion. This project will study the options available to provide secondary effluent to OCWD for the GWRS Final Expansion. Upon completion of the GWRS Final Expansion, the GWRS facility will have the capacity to produce 130 MGD of potable reuse water. Project Scope of Work: This study will look at treatment plant and conveyance modifications needed to support the GWRS Final Expansion. Modifications to be evaluated include investigating Plant No. 2 effluent as a water source for GWRS and the conveyance system needed to deliver the water to GWRS, as well as waste stream segregation and management modifications. The study will also identify any environmental impacts and permit modifications attributed with additional recycling. The study shall also determine the amount of effluent that would be available for reuse after supplying the GWRS Final Expansion, and identify potential opportunities for recycling any remaining water. Request for Proposal (RFP): The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select the best qualified firm for Page 2 of 4 architectural and engineering services, and to negotiate a fair and reasonable fee with that firm. An RFP which outlined Consultant Scope of Work and criteria required for this project was advertised on December 17, 2014 in the Orange County Register. Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering; Design; and Engineering — General, in the Sanitation District vendor database. As a result, three proposals were received on February 4, 2015. A Staff Evaluation/Screening Committee consisting of five representatives from the Sanitation District and OCWD reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Ordinance No. OCSD-44, Section 3.02. A representative from the Contracts Administration Division participated in the evaluation process as a non-voting member. The proposals were evaluated according to the following three criteria: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. After reviewing and scoring the proposals, the three Consultant firms were ranked according to the score achieved. Pursuant to the results of the ranking, the Evaluation Committee selected CDM Smith, Inc. as the top-ranked firm as shown in Table 1. TABLE PROPOSAL EVALUATION* CDM Smith, RMC Water MWH Consultant Inc. d Americas, nc. Evaluator Environment Inc. Reviewer A 1 2 3 Reviewer B 1 2 3 Reviewer C 1 2 3 Reviewer D 1 2 3 Reviewer E 1 2 3 Overall Ranking 1 2 3 Proposal Fee $2,428,470 NA NA Negotiated Fee $2,008,510 NA NA Pro osal Based on scores after interview CDM Smith, Inc. was ranked highest by all five members of the Evaluation Committee based on their understanding of the challenges of the project, a clear and efficient approach for generating an Implementation Plan that addresses the Sanitation District's goals, and a streamlined and highly-qualified project team. The proposals were accompanied by a sealed fee proposal estimate. The fee proposal estimate of the highest-ranked firm was not opened until the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Ordinance Page 3 d 4 No. OCSD-44. Staff conducted negotiations with CDM Smith, Inc. to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meeting, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, CDM Smith, Inc. submitted a revised not-to-exceed budget of$2,008,510. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the PSA to CDM Smith, Inc. for an amount not to exceed $2,008,510. The final cost proposal is in line with previous Sanitation District projects with similar engineering, environmental efforts, and schedule durations. CEQA This project is exempt from CEQA pursuant to CEQA Guidelines, Section 15262. A Notice of Exemption was filed on April 14, 2011. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted by a Board of Directors' action in June 2014 (FY2014-15, Section 8, Page 117) and the project budget is insufficient for the recommended action. Staff recommends increasing the project budget by $450,000 from the Replacement, Refurbishment, and Rehabilitation Line Item to fund this study. Date of Approval Contract Amount Continaencv 04/22/15 $2,008,510 $200,850 10% ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Services Agreement CM:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 22n' day of April, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and CDM Smith, Inc., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Project No. SP-173, Effluent Release Study, to provide professional services and provide services; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on April 22, 2015, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA -1- SP-173 05/23/12 8M841.1 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the prevailing standards of engineering practice for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. Notwithstanding any provision herein to the contrary, CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a professional under similar circumstances. C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of fifteen (15) calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION PSA -2- SP-173 05/23/12 8M841.1 DISTRICT, or(b) subsequently becomes publicly known to AMRN TO AGENDA CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Million, Eight Thousand, Five Hundred Ten Dollars (2,008,510.00) Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultanl(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an houdy-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to PSA -3- SP-173 05/23/12 8M841.1 Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.asa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile PSA -4- SP-173 05/23/12 8M841.1 RETURN TO AGENDA mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging— Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the PSA -5- SP-173 05/23/12 8M841.1 format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. PSA -6- SP-173 05/23/12 8M841.1 F. Pursuant to the California False Claims Act (Government CipA 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $107000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Suboonsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. PSA -7- SP-173 05/23/12 8M841.1 B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. I. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of PSA -8- SP-173 05/23/12 8M841.1 primary insurance or a combination of policies of primary and u � coverage. Umbrella excess liability coverage shall be issued wit imi s o is i ay which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is Stale of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. PSA -9- SP-173 05/23/12 8M841.1 CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than PSA -10- SP-173 05/23/12 8M841.1 thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanl's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPECHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall PSA -11- SP-173 05/23/12 8M841.1 execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 11. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make PSA -12- SP-173 05/23/12 8M841.1 available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT P.O. Box 8127 Fountain Valley, CA 92728-8127 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Cindy Murra, Asset Manager CONSULTANT: CDM Smith, Inc. Lanaya Voelz, P.E. 111 Academy Way, Suite 150 Irvine, CA 92617 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. PSA -13- SP-173 05/23/12 8M841.1 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this PSA -14- SP-173 05/23/12 8M841.1 Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties PSA -15- SP-173 05/23/12 8M841.1 hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 24. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or PSA -16- SP-173 05/23/12 8M841.1 ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 24. COMPLIANCE WITH SANITATION DISTRICE POLICIES AN PROCECURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 25. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA -17- SP-173 05/23/12 8M841.1 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date CDM SMITH, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Not Used Attachment"C"— Not Used Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Form Attachment"F"— Not Used Attachment"G"—Cost Matrix Attachment"H"— Not Used Attachment"I"— Not Used Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment'K"—OCSD Safety Standards SS:ds PSA -18- SP-173 05/23/12 8M841.1 OPERATIONS COMMITTEE Meeengcate TOBe.orDi,. o4/o1/is oa/z2/is AGENDA REPORT Item Number Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: OXYGEN PLANT DEMOLITION AT PLANT NO. 2, PROJECT NO. SP-129 GENERAL MANAGER'S RECOMMENDATION Cancel the construction contract awarded on November 19, 2014 to W.M. Lyles Co. for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for convenience. SUMMARY Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, will demolish abandoned cryogenic oxygen generation equipment that was originally constructed in 1983. The oxygen generation facilities had been used to supply high purity oxygen to the Activated Sludge Plant until late 2012. The Orange County Sanitation District (Sanitation District) then began purchasing liquid oxygen to avoid the higher cost of on-site generation. On September 23, 2014, bids for construction were opened. W.M. Lyles (WML) was the lowest responsive and responsible bidder among four bidders and was awarded the construction contract for $1,214,105 on November 19, 2014. The construction notice to proceed has not yet been issued. WML's bid price was based on a particular subcontractor, Ranch Cryogenics, Inc. (RCI), providing approximately $500,000 worth of dismantling services in return for possession of the oxygen generation equipment and no monetary compensation. (The bid documents make all equipment and material to be demolished, the property of the Contractor, to sell, salvage as scrap, or discard). RCI specializes in oxygen generation facilities, and had a committed customer who had a particular use for the equipment. Shortly after award of the construction contract, however, that customer cancelled their project due to a sudden drop in oil prices. Following that development, WML and RCI unsuccessfully attempted to identify other potential buyers. Based on this unforeseeable change in market conditions, WML requested the construction contract be cancelled at no cost to either party. Page 1 d 2 The drastic change in market conditions that led to this situation were outside of the Contractor's and the Sanitation District's control. On the basis of fairness and reasonableness, staff recommends that the SP-129 construction contract be cancelled using Termination for Convenience with no compensation to either party. If the recommended action is approved, staff will rebid the work. Alternatively, the Sanitation District may issue the notice to proceed and expect WML to perform the work per the original contract requirements. PRIOR COMMITTEE/BOARD ACTIONS November, 2014 —Awarded a construction contract to W.M. Lyles Co. for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for a total amount not to exceed $1,214,105. ADDITIONAL INFORMATION N/A CEQA This project was categorically exempt from CEQA based on CEQA Guidelines, Class 2. A notice of Exemption was filed on February 9, 2010. BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A JM:dm:gc Page 2 d 2 OPERATIONS COMMITTEE Meeting Dare TO ad.of Di, oa/ol/1s -- AGENDA REPORT Item Number Item Number u Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert D. Ghirelli, Assistant General Manager SUBJECT: PROCUREMENT PROCESS GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview on the Procurement Process. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A Page 1 of 1 OPERATIONS COMMITTEE Meebng[are To ad.of W. oa/ol/1s -- AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CAPITAL IMPROVEMENT PROGRAM UPDATE GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview on the status and performance of the Capital Improvement Program (CIP) over the fiscal year to date. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A MP:dm:gc Page 1 of 1 OPERATIONS COMMITTEE Meebng[are To ad.of W. 04,01/ls Item -- AGENDA REPORT Number Item Number 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: NEWPORT FORCE MAIN REHABILITATION, PROJECT NO. 5-60 GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview on the status of the Newport Force Main Rehabilitation Project, Project No. 5-60, located in the City of Newport Beach. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A DF:dm Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency Glossary of Terms and Abbreviations SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOO is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) —A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Glossary of Terms and Abbreviations Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor becomes the DrT for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Glossary of Terms and Abbreviations Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.