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HomeMy WebLinkAbout05-06-2015 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, May 6, 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 April 1, 2015, Operations Committee Meeting. 2. A. Approve a Professional Services Agreement with RBF Consulting, a Michael Baker International Company to provide environmental engineering services for the preparation of a CEQA document for the Santa Ana River Interceptor Rock Stabilizers Removal, Contract No. 2-41-8, for an amount not to exceed $172,917; and B. Approve a contingency of$17,292 (10%). 3. Recommend to the Board of Directors: A. Approve Amendment No. 2, for the Overhaul of Plant No. 2 Central Generation Engine No. 4, to the Contract with NRG Energy Services, LLC, P0105280-013, for period November 1, 2014 through October 31, 2015 for an additional amount of$418,781.72; and, B. Approve an Additional Contingency of$41,878.17 (10%) 05/06/15 Operations Committee Agenda Page 1 of 4 4. Recommend to the Board of Directors: A. Award a Service Contract to Denali Water Solutions for Grit and Screenings Removal, Specification No. S-2015-668BD, for a total amount not to exceed $387,905.00 for the period June 22, 2015 through July 31, 2016, with four one-year renewal options; and, B. Approve a contingency of$38,790.00 (10%). 5. Recommend to the Board of Directors: Award a Sole Source contract to Performance Pipeline Technologies for a six- month period, effective July 1, 2015 through December 31, 2015, with (one) 6- month renewal option, for the cleaning services of approximately 90 miles of Area 7 sewer pipelines and manholes for an amount not-to-exceed $202,204. NON-CONSENT CALENDAR: 6. Recommend to the Board of Directors: Approve an Agreement with Inland Empire Regional Composting Authority (IERCA) to receive and compost up to 50 wet tons per day (Monday thru Friday) of the Orange County Sanitation District's biosolids at a tipping fee of $54 per wet ton of biosolids and an administrative fee of $2 per wet ton of biosolids exclusive of trucking costs for a contract term of one-year commencing on the date of execution of the Agreement, with three one-year renewal options in a total annual amount not to exceed $900,000/per year. 7. Recommend to the Board of Directors: A. Approve a project budget increase of $4,471,403 for a total project budget of $56,687,403 for Newport Force Main Rehabilitation, Project No. 5-60; B. Approve a contingency increase of $4,038,650 (11%) to the construction contract with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation, Project No. 5-60, for a total contingency of $7,343,000 (20%); and, C. Approve Amendment No. 3 to the Professional Consultant Services Agreement with Brown & Caldwell to provide construction support services for Newport Force Main Rehabilitation, Project No. 5-60, for $432,753, increasing the total amount not to exceed $3,071,639. 05/06/15 Operations Committee Agenda Page 2 of 4 8. Recommend to the Board of Directors: Approve a contingency increase of $328,078 (27%) to the construction contract with W.M. Lyles for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for a total contingency of$497,783 (41%). 9. Capital Improvement Program (CIP) Update for FY 2015/16. 10. Recommend to the Board of Directors: A. Approve an increase in the project budget for Headworks Rehabilitation at Plant 1, Project No. P1-105 from $76,476,000 to $235,273,000, and an increase in the construction budget from $44,181,000 to $155,000,000; B. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services Project No. P1-105, for an amount not to exceed $17,528,957; and C. Approve a contingency of$1,752,896 (10%); and D. Cancel Project No. P1-120, Headworks Expansion, as its scope of work is included in Project No. 131-105. INFORMATION ITEMS: 11. Informational Presentation on the 2015-16 Budget DEPARTMENT HEAD REPORTS OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, June 3, 2015, at 5:00 p.m. 05/06/15 Operations Committee Agenda Page 3 of Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore(docsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbera(&,ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rehirelli(aocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson(docsd.com Director of Facility Support Services Nick Arhontes (714)593-7210 narhontes(docsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 05/06/15 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 April 1, 2015, at 5:01 p.m. at the District's Administrative Office. Committee Chair Seboum called the meeting to order and 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 Bob Ghirelli, Assistant General Manager Lisa Bartlett Rob Thompson, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Robert Kiley Services Lucille Kring Ed Torres, Director of Operations & Maintenance Sandra Massa-Lavitt (Alt.) Lorenzo Tyner, Director of Finance & Richard Murphy Administrative Services Fred Smith Kelly Lore, Acting Clerk of the Board Michael Vo (Alt.) Cindi Ambrose Chad Wanke Jennifer Cabral Mariellen Yarc William Cassidy Tom Beamish, Board Chair Mark Dubois John Nielsen, Board Vice-Chair Dean Fisher Norbert Gaia Operations Directors Absent: Al Garcia None. Rebecca Long Kathy Millea Jeff Mohr Riaz Moinuddin Mike Puccio Jackie Santos Eros Yong Others Present: Brad Hogin, General Counsel Bob Ooten (Alternate Director) Mike Beverage (Alternate Director) Jeffrey Mohr Mehul Patel (OCWD) PUBLIC COMMENTS: None. 0410l 12015 Opeations Committee Minutes Page 1 of 8 REPORT OF COMMITTEE CHAIR: Committee Chair Sebourn did not provide a report. REPORT OF GENERAL MANAGER General Manager, Jim Herberg, did not provide a report. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of March 4, 2015 AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 2. MOVED, SECONDED, and DULY CARRIED TO: 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 / tube fee, for a total amount of$104,544; and B. Approve a contingency of$5,227 (5 %). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 04/01/2015 Operations Committee Minutes Page 2 of 8 3. MOVED, SECONDED, and DULY CARRIED TO: 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%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 4. MOVED, SECONDED, and DULY CARRIED TO: 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%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 04/01/2015 Operations Committee Minutes Page 3 of 8 5. MOVED, SECONDED, and DULY CARRIED TO: 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. AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 6. MOVED, SECONDED, and DULY CARRIED TO: 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 thereafter. AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett 04/01/2015 Operations Committee Minutes Page 4 of 8 Item pulled and heard separately. 7. MOVED, SECONDED, and DULY CARRIED TO: 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. P1-123, for an amount not to exceed $529,970; and B. Approve a contingency of$52,997 (10%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Shawver, Smith, F., Wanke and Yarc NOES: None ABSTENTIONS: Vo (Alternate) ABSENT: Bartlett and Sebourn (recused) NON-CONSENT: 8. MOVED, SECONDED, and DULY CARRIED TO: 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 R 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%). AYES: Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Seboum, Shawver, Smith, F., Vo (Alternate), Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett Acting Clerk of the Board stated there is a correction to the Recommendation of Item 9 which adds a sub-item that was provided on the Agenda report but was inadvertently left off the agenda. 04/01/2015 Operations Committee Minutes Page 5 of 8 Engineering Manager, Kathy Millea provided a PowerPoint presentation on the Effluent Reuse study including: Strategic Plan for future water recycling; history of OCSD/OCWD partnership; Groundwater Replenishment System; near term goals; GWRS Final Expansion and long term goals; and Full Effluent Reuse. Ms. Millea, Engineer, Mehul Patel, OCWD, Director of Engineering, Rob Thompson and General Manager Herberg also answered questions from the Committee regarding: initial and final expansion dates; project costs; funding and grant opportunities; negotiated prices v. value of project; project management benefits; decreasing flow problems/ solutions; and SARI line water availability. Director Bartlett arrived at 5:25 p.m. 9. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors: 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. AYES: Bartlett, Beamish, Jones, Kiley, Kring, Massa-Lavitt (Alternate), Murphy, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate), Wanks and Yarc NOES: None ABSTENTIONS: None ABSENT: None Director Rob Thompson provided a brief report on the background of this item. Questions and concerns were raised regarding: additional costs to rebid; liquidated damage provisions; cost recovery; work with contractor to find alternatives; and alternate bidders. Mr. Herberg suggested that staff work with the contractor and present alternative options to the Operations Committee next month. 04/01/2015 Operations Committee Minutes Page 6 of 8 No action was taken. 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 Contracts and Purchasing Manager, Marc Dubois provided a PowerPoint Presentation regarding: OCSD Contracts and Purchasing; Ethics in Public Procurement; Professional Design Services; Public Works Construction; goods and services; tools used to procure; Notice inviting bids; sole sources; RFI's; Request for Proposal Process and approval thresholds. Director Bartlett commented on lowest cost getting the lowest points; lowest responsive bidders and proprietary hardware/software. 12. Capital Improvement Program Update Engineering Manager Mike Puccio provided an informative PowerPoint presentation regarding the Capital Improvement Program Update which included: 50 active projects and costs; completion & design of past major projects; the design of eight new major projects; cumulative change order rate; program non- construction costs; engineering cash flow performance and FY 2014-15 Capital Improvement Program accomplishments. Questions were answered regarding the cooperative efforts with cities regarding construction. A request to have PowerPoint presentations emailed to the Directors in advance of the meeting was received. 13. Newport Force Main Project 5-60 Status Engineering Manager Dean Fisher provided a PowerPoint presentation regarding the Newport Force Main Rehabilitation project including: construction techniques; area of coverage; phases of project; current status of completion; tunneling concrete and wooden pile obstructions; geophysical survey under bridge; targeted completion dates and the recovery plan for this ongoing project. DEPARTMENT HEAD REPORT: Director of Facility Support Services, Nick Arhontes reported on the American Society of Civil Engineers (ASCE) 2016 Update to the Orange County Infrastructure Report Card 04/01/2015 Operations Committee Minutes Page 7 of 8 (IRC) to which OCSD staff will take a lead role in the Wastewater sector effort, covering collection facilities as well as wastewater treatment/reclamation facilities countywide. ASCE plans to publish grades on all infrastructure sectors in January 2016. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT At 6:43 p.m., Committee Chair Sebourn declared the meeting adjourned to the next scheduled meeting of Wednesday, May 6, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 04/01/2015 Operations Committee Minutes Page 8 of 8 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dlr. 05/06/15 05/27/15 AGENDA REPORT ItemNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SANTA ANA RIVER INTERCEPTOR ROCK STABILIZERS REMOVAL, CONTRACT NO. 2-41-8 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with RBF Consulting, a Michael Baker International Company to provide environmental engineering services for the preparation of a CEQA document for the Santa Ana River Interceptor Rock Stabilizers Removal, Contract No. 2-41-8, for an amount not to exceed $172,917; and B. Approve a contingency of$17,292 (10%). SUMMARY The Orange County Sanitation District (Sanitation District) has been actively protecting the now out-of-service Santa Ana River Interceptor (SARI) pipeline between the county line and Weir Canyon for many years. The Sanitation District from time to time has been permitted by the Army Corps of Engineers to place rock in the riverbed to armor the pipe and prevent erosion. The permits required the removal of the rock when the pipe was replaced. Construction is now completed on the relocated segment of the SARI line. Prior to preparation of plans and specification for the removal of the rock stabilizers and armoring, the Sanitation District is required to follow the CEQA process which involves the preparation of an Initial Study and the corresponding supporting document. The Sanitation District advertised a Request for Proposal (RFP) and eight proposals were received. The eight proposals were evaluated and ranked, and RBF Consulting was selected as the most qualified proposal. Staff recommends awarding a Professional Services Agreement (PSA) to RBF Consulting. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Project Scope of Work This project will provide a comprehensive environmental document pursuant to CEQA Guidelines for the rock removal along the old Santa Ana River Interceptor alignment. It is anticipated that a Mitigated Negative Declaration will be required for this project. Page 1 of 3 Reguest 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 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 11, 2014. As a result, eight proposals were received on February 26, 2015. A Staff Evaluation/Screening Committee consisting of three representatives from the Engineering Department 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. Two representatives from the Contracts Administration Division participated in the evaluation process as non-voting members. 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 eight Consultant firms were ranked according to the score achieved and the top three firms were invited to interview. Pursuant to the results of the ranking, the Evaluation Committee selected RBF Consulting as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION* Consultant RBF LSA TetraTech Evaluator CONSULTING Reviewer A 1 2 3 Reviewer B 1 2 3 Reviewer C 1 2 3 Overall Ranking 1 2 3 Proposal Fee $172,917 NA NA Negotiated Fee $172,917 NA NA Proposal * Based on scores after interview RBF Consulting was ranked highest by all three 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. Page 2 of 3 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 No. OCSD-44. Staff conducted negotiations with RBF Consulting 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. 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 RBF Consulting for an amount not to exceed $172,917.00. The final cost proposal is in line with previous Sanitation District projects with similar environmental efforts and schedule durations. CEQA This project involves the preparation of a CEQA compliant document. BUDGET/PURCHASING ORDINANCE COMPLIANCE This recommendation complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY2014-15 and 2015-16, Section 8, Page 20). ATTACHMENT The following attachment(a) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Services Agreement HK:dm:gc Page 3 of 3 RETURN TO AGENDA PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27' day of May, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and RBF CONSULTING,A MICHAEL BAKER INTERNATIONAL COMPANY, 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 Environmental Services for Santa Ana River Interceptor Rock Removal, Project No. 2-41.8, to provide technical environmental services for completion of the CEQA requirements for the Santa Ana River Interceptor(SARI) Rock Removal, Project No. 2-41-8. The result of the work effort will be the completion of an Initial Study, and the corresponding CEQA document (Mitigated Negative Declaration or Environmental Impact Report)with all the supporting documents.; 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 May 27, 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 PROJECT NO.2-41-8 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 1 of 18 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTS 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 CAD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO.2-41-8 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 2 of 18 RETURN TO AGENDA 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 One Hundred Seventy Two Thousand Nine Hundred Seventeen Dollars ($172,917). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and SubGonsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall Compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Suboonsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PSA PROJECT NO.2-41-8 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 3 of 18 E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"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 htti)://www.gsa.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. PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 4 of 18 RETURN TO AGENDA Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel 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. PSA PROJECT NO.2-41-8 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL 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, 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 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 dale", 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. PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 6 of 18 RETURN TO AGENDA D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(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 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 PSA PROJECT NO.2-41-8 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 7 of 18 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 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. 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 Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require 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: 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 PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 8 of 18 RETURN TO AGENDA accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, 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. PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 9 of 18 In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (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. PSA PROJECT NO.2-41-8 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 10 of 18 RETURN TO AGENDA • 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) 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. PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 11 of 18 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 or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 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. PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 12 of 18 RETURN TO AGENDA 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 subcontractss, 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 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: PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 13 of 18 ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Ludwig R. Lapus, Contracts Administrator Copy: Daisy Covarrubias, Project Manager CONSULTANT: RBF Consulting, A Michael Baker International Company 14725 Alton Parkway Irvine, CA 92618-2027 Attention: Richard Beck, Vice President 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. 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 Section 13 - NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, 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. PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 14 of 18 RETURN TO AGENDA 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 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: PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 15 of 18 (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 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 PROCESURES 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. PSA PROJECT NO.2-414 05/2W12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 16 of 18 RETURN TO AGENDA 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 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. 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 PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL 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: RBF Consulting, A Michael Baker International Company 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"—Labor Hour Matrix Attachment"C"— Not Used Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— Not Used Attachment"G"—Cost Matrix and Summary Attachment"H"—Not Used Attachment"I" — Not Used Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment X'—OCSD Safety Standards LRL:yp PSA PROJECT NO.2-414 05/23/12 ENVIRONMENTAL SERVICES FOR SANTA ANA RIVER INTERCEPTOR ROCK REMOVAL Page 18 of 18 OPERATIONS COMMITTEE Neetlng pate TOBA.Of DIl. 0 1061 Os/27/16 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: CHANGE ORDER NO. 2, FOR THE OVERHAUL OF CENTRAL GENERATION ENGINE No. 4 GENERAL MANAGER'S RECOMMENDATION A. Approve Amendment No. 2, for the Overhaul of Plant No. 2 Central Generation Engine No. 4, to the Contract with NRG Energy Services, LLC, P0105280-013, for period November 1, 2014 through October 31, 2015 for an additional amount of$418,781.72; and, B. Approve an Additional Contingency of$41,878.17 (10%) SUMMARY Plant No. 2 engine No. 4 was undergoing a 40,000 hour major overhaul. During disassembly of the engine there were unforeseen damages found requiring additional parts and labor. Change Order No. 2, is recommended for the completion of No. 4 engine overhaul before peak power begins when we could incur additional electrical power costs associated with having one generator offline. PRIOR COMMITTEE / BOARD ACTIONS September 14, 2014, Original PO Amount, $743,524.44, plus Contingency $148,704.88 (20%) ADDITIONAL INFORMATION • During the overhaul inspection it was discovered that significant damage had occurred to several key components of the engine (e.g. CAMSHAFT, CYLINDER LINERS, V-BLOCK, HEAD) that were not known prior to disassembly. Repair of these components are necessary to ensure the reliable operation of the engine. • Staff recommends that the additional work be completed by the contractor (NRG Energy Services LLC) currently performing the engine overhaul. • An additional 10% contingency is requested because of unknowns that may exist with the removal and further inspection of the Camshaft and the 6 Piston Liners that require repair. Page 1 of 2 BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD's Purchasing Ordinance No. OCSD44.The additional funds to cover the increased Contingency and Change Order No. 2 (Section: 6, Page: 104, Line Item 109) Date of Contract Contract Change Contingency Contingency Contingency Approval Amount Order Amount Amount Used Remaining 9/24/2014 $743,524.44 $148,704.88 2/18/2015 (Amendment#1) $10,516.00 $10,516.00 $138,189.00 5/27/2015 (Amendment#2) $418,781.72 5/27/2015 $1,172,822.16 $41,878.17 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: Draft Amendment No. 2 Page 2 of 2 RETURN TO AGENDA AMENDMENT NO. 2 To Service Contract Central Generation Engine Overhauls Specification No.S-2014-601BD THIS AMENDMENT TO THE CONTRACT is made and entered into, to be effective on the date last signed below, by and between Orange County Sanitation District hereinafter referred to as "OCSD" with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and NRG Energy Services LLC with a principal business at 990 Peiffers Lane, Harrisburg, PA 17109-5907 (hereinafter referred to as " Consultant") collectively referred to as the "Parties". WHEREAS, OCSD and Consultant executed, delivered and entered into the Contract between OCSD and Consultant, the effective date of which is September 24, 2014("the Contract"); and WHEREAS, the Parties wish to amend the Contract to make certain modifications which shall be called Amendment No. 2 ("Amendment"); and WHEREAS, the Parties to the Contract desire that this Amendment be incorporated into the Contract and become a part thereof from the beginning; and WHEREAS, the Parties desire that the Contract as modified by Amendment No. 1 and this Amendment shall constitute the sole and entire Contract among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Contract to: 1. Add the work described in the proposal dated April 28, 2015 (attached hereto as part of Amendment No. 2; and 2. Increase the total Contract amount by $418,781.72 for a new total amount not to exceed One Million One Hundred Seventy Two Eight Hundred Twenty Two and 16/00 Dollars ($1,172,822.16). Except as expressly amended above, the Contract will remain unchanged and in full force and effect. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 1 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District NRG Energy Services LLC By: Contracts/Purchasing Manager Date Date Name: Chair, Board of Directors Date Title: Clerk of the Board Date 4/29115 RETURN TO AGENDA nrg. NRG Energy Service LLC EnergyServices 990rr isburg, Lane (717)9 0- 53 17109 (717)920-8530 April 28, 2015 Mr. Darius Ghazi Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 RE: Additional Work at Plant 2 Mr. Ghazi Thank you for the opportunity to explain the additional out of scope work that is required for Engine 4 at Plant 2. The majority of the work under Work Order 105280-000 OB is completed but during our inspections we noted many items that display out of tolerance / specification clearances that will affect the operation of the unit. Not rectifying some items may lead to catastrophic incidents costing hundreds of thousands of dollars to repair and lose the electrical generation capacity of the unit for months. The main item that has been noted as requiring major work is the two camshafts, Item 1. These 23 foot long shafts have individual lobes which control the injection of the air and fuel in to the engine for combustion and operate the exhaust valves to remove the by-products of combustion. The specific configuration of each lobe allows the valves to operate at the correct time to maintain an fuel efficient operation. As the lobes wear, the timing of the valve operation changes, reducing the efficiency and ultimately causes unburned fuel to be exhausted. This wastes money and thermal efficiency. NRG will remove and refurbish both camshafts to new condition restoring proper operation. Cylinder liners, Item 5, which are replaceable sleeves which hold the compression pistons, are chrome lined for extended operation in these units. With almost 100,000 hours of operation logged, the liners although still dimensionally within tolerance are showing signs of age and use. This is noticed in six (6) of them having chrome peel off of their interiors. These areas are now subject to quicker degradation of the surrounding chrome which can lead to cylinder failure. The effects of cylinder failure include contamination of the 1000 gallon oil sump with chrome, high carbon and sulfur content and if the wear is high enough, iron. These wear particles can RETURN TO AGENDA work their way through the lubrication system to cause other essential components to wear prematurely and fail. The V-Block gaskets, Item 8, are leaking oil and water. Normally gaskets are easy to change. These gaskets are located under large blocks of iron each weighing 13,000 pounds. Their importance is to keep the oil and water systems separate to prevent contamination of either system. Currently the leak is small in terms and does not pose an immediate threat of contamination. If this is left unrepaired the leak will only get worse. The system that would be contaminated first is the 1000 gallon lubrication system. The repair is not a job for the untrained since it requires specialized tools and lifting equipment. Items that show a lot of normal wear for the age are showing up during the inspection. A hub bushing, similar to a bearing that provides support and alignment of an item, is Item 15. It along with Item 14, the air start distributor, is an assembly. The distributor which as its name suggests, sends sequenced air to the different cylinders to start the engine turning, is severely worn. Together they are worn and need to be refurbished so that the starting system is as efficient as possible. Other pats that are showing their age include the water jumpers, Item 11. These are cast iron components that move cooling water from one location of the engine to another, usually changing direction of the flow. These parts take not just the heat and vibration but the erosive effect of water flowing constantly through them. Our inspection has proved the dealing surfaces are pitted causing leaks and the wall thicknesses have been reduced by greater than 70%. To prevent further leaks and minimize down time, replacement of these parts is warranted. Rocker arms, Item 16, transmit the force from the camshaft to make the intake and exhaust valves open. The shafts and bushings in these assemblies are worn and have excessive clearances. These need to be replaced so as to not prevent loss of lubrication and seizing. The exhaust flanges, Item 17, transmit the exhaust gases from the cylinder head out to the main manifold that removes them to the exterior. The method of keeping the exhaust gases contained in the pipe and not being expelled in to the engine room is by closely fitted rings which expand under the gases pressure. This design though allows for vibration to be transmitted and ultimately causes a wear area that allows the gas to bypass and the rings to not seal properly. New rings will be used but since the sealing area of the flange is worn, without replacement the exhaust will leak out in to the personnel space. RETURN TO AGENDA The Bicera Valve, Item 19, is a device to protect the engine from over pressurization in the crankcase. The crankcase holds the rotating parts (rods, pistons) and the lubricating oil. As previously discussed, if compression gas leak in to the crankcase and mix with oil fumes and vapors, a potential exists for an explosion in the crankcase. Should that occur, these automatic valves open under this pressure and relieve it down ward so that the entire unit is not severely damaged. I hope that this discussion adequately explains why the additional work is being requested. NRG's main concern is that the County's engines work efficiently and effectively for years to come. In the 26 years the engines have been operating they have been work horses, and there are not many engine types that can perform this many hours without major service. NRG has been and will hopefully continue to be a partner with Orange County in the maintenance of these units. RETURN TO AGENDA REMOVE ITEM DESCRIPTION CITY PARTS PARTS TOTAL LABOR PER EA LABORTOTAL 1 Camshaft Camshaft 1 $ 129,842.42 $ 129,842.42 $ 37,931.94 $ 37,931.94 5 Liners LSVB-9-2A41 Cylinder Liner 2 $ 7,682.81 $ 15,365.62 $ 8,322.00 $ 16,644.00 Liners G18-9-7G#1 Gasket 6 $ 24.78 $ 148.68 $ - $ - Liners G18-9-7G#2 Gasket 6 $ 24.78 $ 148.68 $ - $ - Liners SD-94-LSVB-6 Piston Rings 6 $ 1,258.34 $ 7,550.04 $ 375.00 $ 2,250.00 Liners LSVB-9-2A#1 Add'I Labor 4 $ - $ - $ 8,322.00 $ 33,288.00 7 Head Studs LS-9-W W#2 Head Studs 6 $ 171.62 $ 1,029.72 $ 375.00 $ 2,250.00 8 V-Block Leak LS-9-W W#2 Head Studs, R/R 16 $ 171.62 $ 2,745.92 $ - $ - V-Block Leak Sealant/Primer 16 $ 89.50 $ 1,432.00 $ - $ - V-Block Leak LSVB-9-1J Gasket 2 $ 465.00 $ 930.00 $ - $ - V-Block Leak Labor-Remv&Reinstall Block)3.5 Days) 2 $ - $ - $ 11,550.00 $ 23,100.00 9 Oil Pump Oil Pump 1 $ - $ - $ 1,500.00 $ 1,500.00 15 Hub Bushing Repair LSV-9-MM Bushing 1 $ 688.10 $ 688.10 $ 720.00 $ 720.00 Hub Bushing Repair LSVG-76-1F#1 Bushing 1 $ 101.92 $ 101.92 $ - $ - HubBushingRepair G18-9-68#1 Bushing 1 $ 537.50 $ 537.50 $ - $ - 16 Rocker Arms LS-25-IC Shaft 4 $ 555.78 $ 2,223.12 $ - $Rocker Arms IS-25-1A Bushing 10 $ 92.05 $ 920.50 $ - $ 770.00 18 Jacket Water Headers 0 $ - $ - $ - $ 750.00 11 Water Jumpers LSVB-59-3E Jumper 16 $ 225.16 $ 3,602.56Water Jumpers LSV-11-F Jumper 2 $ 292.59 $ 585.18 $ - $Water Jumpers LSV-I1-B Jumper 16 $ 218.67 $ 3,498.72 $ - $ - 14 Air Start Distributor Distributor 1 $ 9,983.00 $ 9,983.00 $ - $ - 17 Small Exhaust Flanges LSVB-24-6N Flange 16 $ 265.00 $ 4,240.00 $ - $ - 19 Bicera Valve 2-05V-297-002 Relief Valve Assy 1 $ 1,331.62 $ 1,331.62 $ - $ - $ 186,905.30 $ 119,203.94 PARTS TOTAL $ 186,905.30 SALES TAX @ 8% $ 14,952.42 LABOR TOTAL $ 119,203.94 TOTAL CONSUMABLES $ 1,766.00 TOTAL FREIGHT/SHIPPING(PARTS) $ 18,506.00 MOB&DEMOB CREW-ROUNDTRIP $ 18,176.00 MOB&DEMOB TOOLS-ROUNDTRIP $ 11,000.00 TOTAL CHANGE ORDER $ 370,509.66 OPERATIONS COMMITTEE Neetlng pate TOBA.Of DIl. 0 1061 5 OS/27/1S AGENDA REPORT Item Number Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: GRIT AND SCREENINGS REMOVAL, SPECIFICATION NO. S-2015-668BD GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to Denali Water Solutions for Grit and Screenings Removal, Specification No. S-2015-66813D, for a total amount not to exceed $387,905.00 for the period June 22, 2015 through July 31, 2016, with four one-year renewal options; and, B. Approve a contingency of$38,790.00 (10%). SUMMARY This service provides bins for the collection of grit and screening materials, the subsequent removal of the full bins, and final disposal of the material at the Orange County Waste and Recycling's Prima Deshecha Landfill. Grit and screening materials are continually collected as part of the preliminary treatment process at both plants. OCSD shall pay for the disposal fee separately to Orange County Waste and Recycling (OCW R). Purchasing/Contracts conducted a bid process based on the specifications developed by 0&M staff. Bids closed April 15, 2015, and two firms responded. Results are shown in the Additional Information section. A new contract must be in place prior to the expiration of the existing contract ending on June 30, 2015. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION This contract was competitively bid with eight (8) prospective bidders with two (2) bid packages being received by OCSD. The companies that bid and their total bid amounts are listed below. Staff recommends Denali Water Solutions be awarded the contract as the lowest responsive and responsible bidder. 1 of BIDDER TOTAL COST 1. American Integrated Services, Inc. $ 565,445.00 2. Denali Water Solutions $ 387,905.00 CEQA N/A BUDGET/ PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD Purchasing Ordinance. This item has been budgeted in Division 830 and 840, object 53020, line 79. Date of AWroval Contract Amount Contlnaency 05/06/15 $387,905.00 $38,790.00(10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: Draft Service Contract 2 of RETURN TO AGENDA SERVICE CONTRACT Grit&Screenings Removal Specification No. S-2016-668BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD') and Company Name with a principal business at address (hereinafter referred to as"Service Provider") collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Service Provider for Grit & ScreAwi Removal "Services", and WHEREAS, OCSD has chosen Service Provider to conduct Services in accord Ordinance No. OCSD-44; and WHEREAS, on , the Board of Directors lof OCSD, by minute order, authorized execution of this Contract between OCSD and Serv'I t ovider, WHEREAS, Service Provider is qualfied by virtu Bxpe ce, i rid education and expertise to accomplish such Services, NOW THEREFORE, in consideraC romlass tual benefits exchanged between the Parties, it is mutually agreeds: 1. Introduction - 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as E its to this Contract are incorporated by reference and made a part of this Contract as t h fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence, Exhibit"A" Scope of Work(fechnical Specifications Exhibit"B" OCSD Safety and Human Resources Policies Exhibit"C" Bid from Service Provider Exhibit"D" Acknowledgement of Insurance Requirements 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 Of 9 Specification No. S-201S668BD DRAFT CONTRACT-DO NOT SUBMIT 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit W. 1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any losses, or action incurred or undertaken by Service Provider as a result o*work anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this project shall not exceedof and 00/00 Dollars ($3. Pavmerds Payments shall be made upon approval by OCSnager, or his designee, of invoices submitted for Services completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4. Invoices a,do- 4.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by the Service Provider to OCSD Accounts Payable at APStaffclDOCSD.com and reference the following in the subject line: "INVOICE", the Ptuchase Order number, the Project Manager, and Proiect Number. S. Audit Rights Service Provider agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Service Provider relating to the invoices submitted by Service Provider pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Service Provider shall perform the Services identified in Exhibit "A". Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term The Services provided under this Contract shall commence on July 1, 2015 and continue through June 30, 2016. The term of this Contract may be extended only by written instrument signed by both Parties. The Final Contract term will end on the date when Orange County Sanitation District 2 of 9 Specification No. 5-2015-668BD DRAFT CONTRACT-DO NOT SUBMIT RETURNTOAGENDA the conversion to a future Service Provider has been completed as described in Section D of Exhibit"A". 9. Renewals 9.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year periods based on the criteria set forth in the specifications Exhibit "A", if mutually acceptable Contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 Renewals may be made through the OCSD Purchase Order process. 10. Termination 10.1 OCSD reserves the right to terml!W& this Coact for its convenience, with without cause, in whole or in part, at any time, by written notice from OCSD of i terminate. Upon receipt of a termination notice, Service Provider shall immediately di9t all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Service Provider for work performed (cost and fee) to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Service Provideirother tpa V work performed to the date of termination. 10.2 OCSO resales the right to terminate this Contract immediately upon OCSD's determination that Service Provider is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 10.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Service Provider: • If Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or • if Service Provider sells its business; or • if Service Provider breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 10.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 11. Insurance Service Provider and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "D"). Service Provider shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 12. Indemnification and Hold Harmless Provision Service Provider shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Service Provider's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such damage or injury shall accrue or be discovered before or after the termination of the Orange County Sanitation District 3 of 9 Specification No. S-2015-668BD DRAFT CONTRACT-DO NOT SUBMIT Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Service Provider's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Service Provider of or anyone employed by or working under Service Provider. To the maximum extent permitted by law, Service Provider's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of he parties to be defended were actively, passively, or concurrently negligent, or which otheise assert that the parties to defended are responsible, in whole or in part, for any loss, damage, or injury. Service P agrees to provide this insured, and immediately upon written notice from OCSD, and qualified, adequately insured, and experienced legal counsel acceptable to OCS 13. Safety Standards and Human Resources (HR) Policies 13.1 OCSD re #ires all Contractors and Service Providers to follow and ansW oyees and all subconractors follow sit,State and Federal regulations as well as OCS equirements while working at OCSD locations. If during the course of a Contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Service Provider is required to follow thepost stringent regulatory requirement at no cost to OCSD. Service Provider and all theAmployees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: ocsewers.com, "Doc Central" (bottom of page), under"Safety". 13.2 In additional to the requirements stated in 13.1 above, the Service Provider shall adhere to the following OCSD Safety Requirements: SOP-102 PPE, SOP-106 Hearing Conservation Program, SOP-113 Bloodborne Pathogen and SOP-304 Mobile Equipment. 1 Waffanties In addition to the Warranties stated in Exhibit"A", the following shall apply: 1.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. co 14.2 Lice Provider's warranty: If, within the 12-month period following completion of its Services, OCSD informs Service Provider that any part of the Services fails to meet the standards required under this Contract, Service Provider shall, within the time agreed to by OCSD and Service Provider, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Service Provider's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. Orange County Sanitation District 4 of 9 Specification No. S-2015-668BD DRAFT CONTRACT-DO NOT SUBMIT RETURN TO AGENDA 17. Freight (F.O.B. Destination) Service Provider assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 18. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSO of this and shall not proceed, except at Service Provider's risk, until written instructions are received from OCSD. 19. Regulatory Requirements Service Pi shall perform all work under this Contract in strict conformance with applicable federal, sfedillillilnd loc gulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 26061, and 503, Title 22, 23, California Water Codes Division 2. .� 20. Licenses Permits Ordinances and Re u0ions Service Provider represents a warrants to OCSD tha as obtained all licenses, permits, qualification and approvals o whatever nature that are`egally required to engage in this work. An d1wred by State, Coun and/or municipal laws, codes and/or tariffs th �tformed under the temlf this Contract will be paid by Service ProviderO h 21. Applicable Laws and Regulations Service Provider shall c lth all applicable federal, state, andTOW laws, rules, and regulations. Service Provider a agrees to indemnify and hold harmless from any and all damages and liabilities assessed'against OCSD as a result of Service Provider 's noncompliance therewith. Any p mission required by law to be included herein shall be deemed included as a part of thl§itract whether or not specifically referenced. 22. Contractor's Employees Compensation 22.1 Davis-Bacon Act- Service Provider will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only K the Contract is in excess of two thousand dollars ($2,000.00) and when twe five ement (25%) or more of the Contract is funded by federal assistance. If the afore nditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with a corporated herein as a part of this Contract and referred to by reference. 22.2 General Prevailino Rate— OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of the same are on file in the office of the engineer of OCSD. The Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 22.3 Forfeiture For Violation - Service Provider shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Service Provider or any subcontractor under @) less than the prevailing rate of per diem wages as set by Orange County Sanitation District 5 of 9 Specification No. S-2015-668BD DRAFT CONTRACT-DO NOT SUBMIT the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this contract, all in accordance with Section 1775 of the Labor Code of the State of California. 22.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Service Provider shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Service Provider are two thousand dollars($2,000.00) or more or five (5)working days or more. 22.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Service Provider shall not require more than eight (8) hours of labor in a day from any person employed by him hereund�xcept as provided in paragraph 19.2 above. Service Provider shall conform to Article 3, pter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of Carifornia and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00) for each worker employed in the execution of this Contract by Service Provider or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendappay and forty (40) hours in any one week in violation of said,Article. Service Provider shall keep an accurate record showirri1�the name and actual hours worked each calendar day and each calendar week by each workdir employed by Service Provider in connection witti project. 22.6 Registration: Record of Wages: Inspection - Service Provider shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enfot0ement by the California Department of Industrial Relations. Service Provider shall maintain accurate payroll records and shall comply with all of the pg&ftons of Labor Code Section 1776, and shall submit records to the Labor Commissioner_pur rrt to Labor Code Section 1771.4(a)(3). Penalties for non- compliance with the requirements of Section to may be deducted from project payments per the requirements of Section 1776. Service ProOlder shall further comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations §16461(e). 4 South Coast Air Quality Management District's /SCAQMDI Requirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAOMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 24. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 25. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 26. Remedies In addition to other remedies available in law or equity, if the Service Provider fails to make delivery of the goods or Services or repudiates its obligations under this Orange County Sanitation District 6 of 9 Specification No. S-2015-668BO DRAFT CONTRACT-DO NOT SUBMIT RETURN TO AGENDA Contract, or If OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 27. Dispute Resolution 27.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of thp�Q,merican Arbitration Agreement, through the alternate dispute resolution procedures of Judleral Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Proce&re, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selelill or in the absence of agr en%pch party shall select an arbitrator, and those two arbitrators shall select a third. D' o ay be conducted in connection with the arbitration proceeding pursuant to California o e of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting card, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to revie-111kVierrors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 28. Attorney's Fees If any action at law lirmequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, 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. 2$, Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, andForum for Enforcement, shall survive termination or expiration of this Contract. r' 30. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 31. Damape to OCSD's Property Any of OCSD's property damaged by Service Provider, any subcontractors or by the personnel of either will be subject to repair or replacement by Service Provider at no cost to OCSD. 32. Disclosure Service Provider agrees not to disclose, to any third parry, data or information generated from this project without the prior written consent from OCSD. 33. Independent Service Provider The legal relationship between the parties hereto is that Orange County Sanitation District 7 of 9 Specification No. S-2015-668BD DRAFT CONTRACT-DO NOT SUBMIT of an independent contractor, and nothing herein shall be deemed to make Service Provider an OCSD employee. During the performance of this Agreement, Service Provider and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Service Provider and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSO's employees. 34. Limitations upon Subcontracting and Assignment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 35. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 36. Non-Liability of OCSD Officers and Em to ees o officer or employee of OCSD shall be personally liable to Service Provider, or any succ r-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Service Provider or to its successor, or for breach of any obligation for the tuns of this Agreement. 37. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and condfions of the Contract. ,� 38. Autho to Execute The persons executing this Contract on behalf Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract,the Parties are formally bound. 39. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. "Oo V Orange County Sanitation District 8Of 9 Specification No. S-2015-66BBD DRAFT CONTRACT-DO NOT SUBMIT RETURN TO AGENDA 40. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Cc Each party s4sith h th n notice of any change in address as soon as practicable. IN WITNESS n ing to be legally bound, the Parties hereto have caused this Contract to b duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: B Ch ir, Board of Directors Date By: Clerk of the Board Date By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-201 S668BD DRAFT CONTRACT-DO NOT SUBMIT Attachment F NON-COLLUSION AFFIDAVIT For Grit and Screenings Removal All bidders must upload the Non-Collusion Affidavit form at the time of bid submission. Bidders will be required to submit the original Non-Collusion Affidavit form within 48 hours upon written request by OCSD. ATTACHMENT F Specification No. S-2015-668BD OPERATIONS COMMITTEE Meeting pale TOBA.Of DIr. 051061 O5/27/15 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: SEWER LINE CLEANING FOR CITY OF TUSTIN AND UNINCORPORATED COUNTY PROPERTY GENERAL MANAGER'S RECOMMENDATION Award a Sole Source contract to Performance Pipeline Technologies for a six-month period, effective July 1, 2015 through December 31, 2015, with (one) 6-month renewal option, for the cleaning services of approximately 90 miles of Area 7 sewer pipelines and manholes for an amount not-to-exceed $202,204. SUMMARY We use contractor services to clean the local sewers in Service Area 7. This area includes the City of Tustin and unincorporated county areas north of Tustin, including the El Modena Islands. Services include combination cleaning per our specifications to remove debris, roots, and grease from 6-inch to 18-inch diameter pipelines and their respective manholes. A quick visual inspection of the related manholes and their frames and covers is also included. Contractor work is monitored by staff. Performance Pipeline Technologies (PPT) is the current contractor and the current contract will expire on June 30, 2015. PPT was originally the lowest responsive bidder using a competitive process and has been performing this service for the past five years through annual renewals. The subject sewers are currently in the process of being transferred following LAFCO's process. We expect the transfer of ownership to be completed in the next six months or less. A month to month type service following our current cleaning plan and schedule best meets our needs. PPT has agreed to hold its current unit price schedule firm during the subject period. We do not need another long term agreement. This approach is recommended by staff as compared to a full new bid process that would only be needed for a short period of time. This approach also provides no lapse in services. This also avoids risks in start-up and learning the system as would be required for potentially a new contractor and their staff. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION In 2010, an annual service contract with four renewals was awarded for this which complied with authority levels of the OCSD's Delegation of Authority. In 2010 the services were budgeted items as part of OCSD's Operational Budget (2010/11 BUDGET PAGE, SECTION 4, PAGE 11, ITEM "LOCAL SEWER LINE CLEANING", PO# 103937-OB / PR# 75791-OR). PPT was the lowest responsive bidder. Page 1 of 2 The total agreement cost is not guaranteed nor is it paid to the Contractor should services not be utilized. CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD's Purchasing Ordinance OCSD-44 (Article 1, Section 1.07A). This repair will be funded through the Facilities Engineering and Repair Services Operating Budget (2014-2015 & 2015-2016 Budget Section 6 — Page 56) Object number 54030. The budget is adequate to cover this contract. Date of Approval Contract Amount Contingency 5/27115 $ 202,204 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Sole Source Contract MAE:JF:eh Page 2 of 2 RETURN TO AGENDA SOLE SOURCE SERVICE CONTRACT Performance Pipeline Technologies Sewer Line Cleaning for City of Tustin and Unincorporated County Property THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Performance Pipeline Technologies with a principal business at 5305 Industrial Drive, Huntington Beach, CA 92649 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Sewer Line Cleaning for City of Tustin and Unincorportade County Property"Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-44; and WHEREAS, on May 27, 2015, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Not Used Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "hours", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this Contract shall not exceed the total amount of Two Hundred Two-Thousand Two Hundred Four Dollars ($202,204.00). 3. California Department of Industrial Relations (DIR) Registration: Record of Wages Contractor shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring by the California Department of Industrial Relations. Contractor shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from Contract payments per Section 1776. Contractor shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461 E. 4. Payments Payments shall be made upon approval by the OCSD Project Manager or designee, of invoices submitted for Services completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 5. Invoices 5.1 OCSD shall pay within thirty (30) days of completion and receipt and approval by the OCSD Project Manager or designee of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffOOCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, and Sewer Line Cleaning for City of Tustin and Unincorporated County Property. 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. Orange County Sanitation District 2 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 7. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. & Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Term The Services provided under this Contract are made and entered into, to be effective July 1, 2015, and terminate December 31, 2015. 9.1 OCSD may exercise the option to renew the Contract for up to one (1) six-month period based upon the criteria set forth in Exhibit "A", if mutually acceptable Contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 Renewals may be made through the OCSD Purchase Order Process. 10. Termination 10.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30)days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 10.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 10.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 10.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 11. Insurance Contractor and all of its subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Orange County Sanitation District 3 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 12. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all Federal and State regulations as well as the OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal or State regulations then the Contractor is required to follow the most stringent regulatory requirements at no additional cost to OCSD. Contractor and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under "Safety". 14. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 14.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 14.2 Contractor's warranty: If, within the 12-month period following completion of its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 16. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. Orange County Sanitation District 4 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 17. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 18. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Regulatory Reguirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 20. Licenses. Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Contractor. 21. Applicable Laws and Regulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 22. Contractor's Employees Compensation 22.1 Davis-Bacon Act - Contractor will pay and will require all subcontractors to pay all employees on said Contract a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 22.2 General Prevailing Rate— OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code Section 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 22.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Orange County Sanitation District 5 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 22.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 22.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by it hereunder except as provided in paragraph 19.2 above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00) for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 22.6 Record of Waaes: Inspection - Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the Contract and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of California Labor Code Section 1776, in general. Penalties for non- compliance with the requirements of Section 1776 may be deducted from Contract payments per the requirements of Section 1776. 23. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 24. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 25. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 6 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 27. Dispute Resolution 27.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrators decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 28. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, 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. 29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 31. Damage to OCSD's Propertv Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. Orange County Sanitation District 7 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 32. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OCSD. 33. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 34. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 35. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 36. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 37. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 36. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 39. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property RETURN TO AGENDA 40. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Larry Roberson Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Gene Glassburner Performance Pipeline Technologies 5305 Industrial Drive Huntington Beach, CA 92649 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Tom Beamish Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Sewer Line Cleaning for City of Tustin and Unincorporated County Property OPERATIONS COMMITTEE Neetlng Dare TOBA.Of DIr. os/oB/rs os/n/is AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY AGREEMENT GENERAL MANAGER'S RECOMMENDATION Approve an Agreement with Inland Empire Regional Composting Authority (IERCA) to receive and compost up to 50 wet tons per day (Monday thru Friday) of the Orange County Sanitation District's biosolids at a tipping fee of$54 per wet ton of biosolids and an administrative fee of $2 per wet ton of biosolids exclusive of trucking costs for a contract term of one-year commencing on the date of execution of the Agreement, with three one-year renewal options in a total annual amount not to exceed $900,000/per year. SUMMARY The Orange County Sanitation District (OCSD) continues to actively look for biosolids management options to maintain a long-term sustainable program promoting beneficial use. Through the principles of OCSD's biosolids management policy (Resolution OCSD 13-03), OCSD maintains diverse biosolids management options using multiple contractors, markets, and facilities while maintaining fail-safe back-up capacity and utilizing local facilities and markets. OCSD has been approached by the Sanitation Districts of Los Angeles County and Inland Empire Utilities Agency (together known as Inland Empire Regional Composting Authority) offering to provide an option to manage OCSD's biosolids at their Inland Empire Regional Composting Facility (IERCF) located in the City of Rancho Cucamonga. This option will reduce hauling mileage. The IERCA offers to receive and compost 50 wet tons of OCSD's biosolids per day (five days a week) at their composting facility, at a tipping fee of$54 per ton of biosolids and an administrative fee of $2 per ton of biosolids. The tipping fee is subject to increase during the term of the Agreement, but will not exceed the annual Consumer Price Index. The term of the Agreement is for a period of one year, with three one-year renewal options. With a hauling fee of $11 per ton (services provided by Sierra Transportation Inc. Contract effective November 22, 2013), the total cost is $67 per ton during the first year. Page 1 of 5 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The IERCA was formed on February 27, 2002 as a Joint Powers Authority (JPA) to divert organic solids from landfill disposal and to recycle organic products generated from within their respective service areas. The JPA was formed to implement the shared goal to develop a sustainable biosolids management option. IERCA is governed by a six-member Board, comprised of two governing board members from each agency and their respective General Managers. The Chief Financial Officer (CFO) of IEUA serves as the Treasurer. In March 2007, the joint powers agency completed construction of IERCF. Located at 12645 Sixth Street, Rancho Cucamonga, California, IERCF is considered the nation's largest indoor biosolids composting facility, consisting of 445,275 square feet, receiving and processing over 200,000 wet tons of biosolids and wood, producing approximately 90,000 tons of compost per year. On November 14, 2014, IERCA contacted OCSD offering to process biosolids at their regional composting facility and on March 3, 2015, sent a draft Agreement to OCSD with the following general terms: 1. Tipping Fee/Rate: • Tipping Fee: $54/WT. Does not include transportation cost. • Rate increases will not exceed the annual Consumer Price Index 2. Other Fees: • Administrative fee $2 per wet ton of biosolids (expenses related to record keeping and processing) 3. Amount of Biosolids: • 50 wet tons of biosolids per day five days/week) 4. Term/Renewals • One-year term with up to three one-year renewals. Consistent with OCSD biosolids management policy, this biosolids management option will provide: • Local Option: Using a local option reduces environmental impacts associated with hauling greater distances. IERCF is located in the City of Rancho Cucamonga with a distance of approximately 48 miles from OCSD compared to Synagro's composting facilities in Kern (153 miles) and Yuma (263 miles). • Additional Contingency to Process Sub-Class 8 Biosolids: Because of the multiple projects impacting OCSD's solids handling facilities, along with efforts associated with the GW RS expansion, it is anticipated that there will be uncertainties of OCSD's biosolids quality and quantity in the near-term. Having this option will provide OCSD a local contingency to process sub-Class B biosolids, if needed. Page 2 of 5 • Increased Diversification: IERCF option allows for biosolids management diversification to maintain sustainability. Estimated Proposed Cost Distribution Average TPD FY 2015.16 Assumption Tons Cost per ton Total cost per Vendor Location % Allocated per day w/fuel site S na ro South Kern 31.8% 251 $ 77.18 $ 7,071,242 S na ro AZ Soils 11.5% 91 $ 64.48 $ 2,137,578 IEUA IECRF 4.5% 36 $ 67.00 $ 871,000 Tule Ranch Yuma-Farm 43.9% 347 $ 54.80 $ 6,936,995 Tule Ranch Yuma-Lime stab. 0.22% 2 $ 67.30 $ 42,904 OCWR OC Landfill 8% 64 $ 53.70 $ 1,254,537 100% Total Cost: $18,314,256 Average Cost Per Ton: $ 63.51 CEQA OCSD, as lead agency, prepared a Program Environmental Impact Report entitled "Orange County Sanitation District 1999 Strategic Plan Program Environmental Impact Report," State Clearinghouse No. 97101065 (the 1999 PEIR). The Board certified the 1999 PEIR on October 27, 1999, and OCSD filed a Notice of Determination on October 29, 1999. The 1999 Strategic Plan analyzed the wastewater collection, treatment, and disposal facilities needed to accommodate the projected growth in OCSD's service area through the year 2020, and recommended expansion of OCSD's facilities. The 1999 Strategic Plan projected an increase in OCSD's biosolids production from the 1996/1997 baseline level of 180,000 wet tons per year (WTPY), and 7,200 annual haul truck trips, to 421,000 WTPY and 16,840 annual haul truck trips. (1999 PEIR, Table 8-1). The 1999 PEIR analyzed the environmental effects of the 1999 Strategic Plan. The 1999 PEIR assumed that an additional 38 haul truck trips per day would be required to accommodate the projected increase in biosolids production (from the baseline of 27 truck trips per day to 65 truck trips per day in 2020). (1999 PEIR, Table 8-3). The Inland Empire Utilities Agency (Agency), as lead agency, prepared a Facilities Master Plan Program Environmental Impact Report which was certified in 2002 (the 2002 PEIR). Among other things, the 2002 PEIR evaluated the programmatic impacts of the Organics Management Master Plan, including the development and operation of a composting facility. In 2003, site-specific details became available about the proposed Inland Empire Regional Composting Facility (Facility). The Agency prepared Page 3 of 5 an initial study and determined that the Composting Facility was within the scope of the 2002 PEIR (the "2003 Study"). The 2003 Study stated that the design capacity of the Composting Facility was 150,000 WTPY, and assumed that the Facility would receive 422 wet tons per day of biosolids for processing, or 17 trucks per day. (2003 Study, pp. 1-2; 36). The activities contemplated in the Agreement are subsequent activities within the scope of the 1999 PEIR, 2002 PEIR, and 2003 Study. OCSD's total biosolids production is currently 30 truck trips per day, which is within the scope of biosolids production analyzed in the 1999 PEIR of up to 65 truck trips per day. The Agreement does not call for an expansion of OCSD's biosolids production. Under the Agreement, OCSD will send 50 wet tons per day of biosolids to the Facility, or 2 trucks per day. The Facility is currently receiving 21 trucks per day. While existing conditions exceed the Facility's assumed operation in the 2003 Study by 4 trucks per day, this increase is de minimis. The Agreement will not result in any further increase in the number of biosolids trucks received at the Facility per day. OCSD's 2 trucks per day will replace 2 trucks per day that were previously received at the Facility, but that will now be sent to Westlake Farms. As a result, the Facility will continue to receive 21 trucks per day with implementation of the Agreement. In fact, OCSD's truck trips to the Facility may actually reduce impacts created by existing conditions. OCSD's 2 truck trips per day that will be sent to Facility will take the place of currently existing trips to the Tule Ranch land application site in Yuma, Arizona. The truck trips to the Tule Ranch facility in Arizona are approximately 263 miles each way. The truck trips to the Facility are approximately 48 miles each way. The truck trips to the Facility will accordingly result in a substantial reduction in the total vehicle miles traveled. OCSD has determined, therefore, that the Agreement is within the scope of the 1999 PEIR, the 2002 PEIR, and the 2003 Study, and that no additional documentation is required. (Public Resources Code § 21166; CEQA Guidelines §§ 15168, 15162). Even if the Agreement was not within the scope of these prior documents, the activities contemplated within the Agreement are exempt from CEQA pursuant to: (1) CEQA's Class 1 Exemption (CEQA Guidelines § 15301); and (2) CEQA's "Common Sense" Exemption (CEQA Guidelines § 15061(b)(3)). The Class 1 exemption applies to the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private facilities involving negligible or no expansion of a use beyond the use existing at the time of the lead agency's CEQA determination. (Cal. Code Regs., Tit. 14, § 15301). Under existing conditions, the Facility is receiving 21 trucks per day of biosolids for processing. Under the Agreement, the Facility will continue to receive 21 trucks per day of biosolids for processing. OCSD's rate of operation and biosolids production will not change under the Agreement. As a result, the Agreement calls for the operation of existing public facilities involving a negligible or no expansion of the uses existing at the time that OCSD's Board considers the Agreement and makes its CEQA determination. The Agreement is therefore exempt from CEQA review pursuant to CEQA Guidelines Section 15301. Page 4 of 5 CEQA's "Common Sense" Exemption applies where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. (CEQA Guidelines § 15061(b)(3)). In order to determine whether a project will have a significant environmental effect, a lead agency must first define the baseline environmental conditions. The "project" for CEQA purposes consists of changes in the baseline conditions, if any, that the lead agency's action will cause. The baseline usually consists of the physical conditions that exist when the lead agency commences CEQA review. (CEQA Guidelines § 15125(a)). As explained above, the number of trucks received for processing at the Facility will not change. OCSD's rate of operation and biosolids production will not change under the Agreement. And, the truck trips to the Facility will take the place of existing trips to the Tule Ranch facility in Arizona, which will result in a substantial reduction in the total vehicle miles traveled by OCSD trucks. It can be seen with certainty, therefore, that there is no possibility that the Agreement may have a significant effect on the environment and the Agreement is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3). BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD's Purchasing Ordinance. This item has been budgeted. (Line item: Section 5, Page 6). Project contingency funds will not be used for this Agreement. Date of ADuroval Contract Amount Contingency 05/27/15 $900,000 N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package and attachments: Draft Agreement for the Reuse of Biosolids (9 pages) JC:jb:gc Page 5 of 5 RETURN TO AGENDA AGREEMENT FOR THE REUSE OF BIOSOLIDS This Agreement for the Reuse of Biosolids ("Agreement") is dated , 2015 ("Effective Date"), and is between the Inland Empire Regional Composting Authority(IERCA, or"the Authority") and the Orange County Sanitation District("the District'). The Authority and the District we referred to in this Agreement collectively as "the Parties." The Authority is a Joint Powers Authority formed by and between the Inland Empire Utilities Agency(IEUA), a Municipal Water District organized and operating pursuant to the California Water Code Sections 71000, et seq., and County Sanitation District No. 2 of Los Angeles County(LACSD), a special district organized and operating pursuant to the California Health and Safety Code Sections 4700, et seq. The Authority operates the Inland Empire Regional Composting Facility(IERCF) located at 12645 Sixth Street, Rancho Cucamonga, CA 91739 ("the Site"). The Authority has all permits and approvals necessary for operation of the Site and desires to reuse Biosolids produced at the District's facilities. 1. DEFINITIONS 1.1 Biosolids means municipal sewage sludge resulting from the treatment of wastewater at the District's facilities that is digested and meets Class B and Table 3 quality standards for land application under Part 503 of Title 40 of the Code of Federal Regulations, "Standards for the Use and Disposal of Sewage Sludge" ("Part 503 Rule"), and dewatered to an annual average of approximately 15%total solids or greater. 1.2 State Certified Weigh Station means any truck weigh station permitted by the State of California to certify weights for commerce. 1.3 Weighmaster's Certificates means certificates obtained in accordance with weighing procedures prescribed in Chapter 7 (commencing with Section 12700)of Division 5 of the California Business and Professions Code administered by the Division of Measurement Standards of the California Department of Food and Agriculture. 2. BIOSOLIDS TRANSPORTATION AND REUSE 2.1 The District shall transport up to approximately 250 wet tons per week, or 50 wet tons per day of Biosolids from its facilities to the Site for composting,Monday through Friday. This quantity is subject to change and may be adjusted by agreement of the Parties. 2.2 Site delivery hours are from 6:30AM to 2:30PM,Monday through Friday. Hours may change at the sole discretion of the Authority. 2.3 In event the District wishes to deliver to the Site sewage sludge that does not meet the Part 503 Rule Class B Biosolids Pathogen Reduction Requirements specific to mean cell residence time and temperature for anaerobic digestion,the District shall notify the Authority 3252318 1077020.1 RETURN TO AGENDA within reasonable time and request approval to deliver for compost such material in accordance with applicable legal requirements as detailed in Section 3 of this Agreement. The Authority reserves the right not to accept and process such sewage sludge material at the Site. 2.4 The District shall use end dump trailers or farm beds to transport Biosolids to the Site. End dumps may not have extended aprons on the rear of the trailers. Trailers delivering Biosolids to the Site must meet the following clearance specifications to off-load material into the biosolids hoppers: 2.4.1 All live bottom belt type trailers require a minimum clear distance of 15" between the ground surface and any trailer structure beyond or past the rear tires. This requirement does not apply to any flexible structure like a mud flap. Flexible structures may be removed or re-positioned to allow adequate clearance; 2.4.2 All end dump trailers must possess the required belt trailers clearance in addition to having a minimum clearance of 19"between the ground surface and any fixed trailer structure when the trailer is in the fully raised or in the dumping position. 2.5 The Authority shall compost all Biosolids in accordance with applicable legal requirements as detailed in Section 3 of this Agreement. The Authority may not use any other method of reuse for the Biosolids without the prior written agreement of the District. 2.6 The Authority shall determine and record the total tonnage delivered to the Site. The truck weigh station at the Site is certified by the State and will be used to issue a Weighmaster's Certificate for each load measured. The Authority shall use the Site's measured tonnage for its billing to the District. Weighmaster's Certificates submitted by the Authority will show the certified gross weight of each load in each billing and the certified tare weight of each vehicle. 3. PERMITS AND REGULATORY COMPLIANCE 3.1 The Authority shall obtain and maintain in effect all necessary licenses, Permits, and other approvals legally required in order to perform all activities and operations provided for in this Agreement. The Authority and all processes utilized at the Site shall comply with all applicable local, state,and federal laws,rules,regulations, and pronouncements, including but not limited to the following: 3.1.1 The Authority shall perform all activities and operations in accordance with the requirements,as applicable, of the California Regional Water Quality Control Board- Santa Ana Region, California State Water Resources Control Board, including the General Order (General Waste Discharge Requirements for the Discharge of Biosolids to Land for Use in Agricultural, Silvicultural, Horticultural, and Land Reclamation Activities),Parts 257 and 503 of Title 40 of the Code of Federal Regulations (Criteria for Classification of Solid Waste Disposal Facilities and Practices-Application to Land Usedfor the Production of Food Chain Crops and Standards for the Use and Disposal of Sewage Sludge,respectively), South Coast Air Quality Management District Rule 1133.2. The Authority shall also operate in compliance with 3252318 1077020.1 RETURN TO AGENDA all current waste discharge requirements contained in the NPDES permits for the District's facility(s)that serves as the source(s) of Biosolids delivered to the Authority. 3.1.2 The Authority acknowledges that Part 503 of Title 40 of the Code of Federal Regulations is a self-implementing rule and that the Authority's activities and operations performed at the Site must comply with all applicable general requirements of the rule, including,but not limited to: pollutant limits, management practices, operational standards, monitoring,recordkeeping, and reporting. The Authority shall provide all information relevant to the activities and operations at the Sites that the District may need or request to complete NPDES or other permit applications or reports. 3.2 The District shall obtain and maintain in effect all necessary licenses,permits, and other approvals legally required in order to perform all activities and operations provided for in this Agreement. The District and Biosolids-generating processes at its facilities shall comply with all applicable local, state,and federal laws,rules, and regulations and orders, including but not limited to Part 503 of Title 40 of the Code of Federal Regulations. The District may transport to the Site only Biosolids that meet the Class B pathogen reduction requirements of 503.32(b),vector attraction reduction requirements of 503.33(b)(1), and metals concentration limits of 503.13(b)(3) Table 3. 4. SITE INSPECTION, MONITORING, RECORDKEEPING,AND REPORTS 4.1 The Authority shall grant the District and its representatives access to the Site during normal business hours to conduct inspections of the composting activities. The District shall likewise grant the Authority and its representatives access to its treatment facilities during normal business hours. 4.2 The Authority shall keep complete and correct daily records of all composting activities, including: the date, the origin, and quantity of each load of Biosolids composted; site management practices; and any sampling and laboratory test results regarding the composting program. The Authority shall grant the District timely access to all such records. Likewise,the Authority shall have timely access to the District's Biosolids records and data demonstrating compliance with all federal, state, and local laws, regulations and orders. 4.3 The Authority shall submit monthly reports to the District that demonstrate compliance with all required permits and authorizations. The Authority shall submit the reports within 30 days after the close of each reporting period. The reports must include,at a minimum, a description of all activities and operations performed during the reporting period, the items described in Section 4.2, and a certification that all activities and operations were performed in compliance with all applicable regulations. The Authority shall forward to the District,within five days of receipt or transmission, copies of all correspondence with regulatory agencies in regards to the activities or operations performed at the Site. Similarly,the District shall famish monthly, annual, and other periodic reports to the Authority detailing and certifying compliance with permits and applicable regulations. The District shall provide all information relevant to its operations that the Authority may need or request to complete regulatory reports or permits. 3252318 1077020.1 RETURN TO AGENDA 4.4 The Parties agree to notify one another by no later than the next business day of its receipt of any notice, whether formal or informal, of a legal, governmental,judicial, administrative, or similar proceeding, action,or enforcement,pending or threatened, that may affect its ability to lawfully fulfill obligations of this Agreement The District shall forward to the Authority,within 5 days of receipt or transmission by the District, copies of all correspondence with regulatory agencies in regards to its Biosolids operations. 4.5 The District shall perform all sampling for any monitoring and laboratory analyses of Biosolids required by any federal, state, or local laws, regulations or orders prior to transporting such Biosolids to the Authority. The Authority shall perform all other monitoring and laboratory analyses required by any federal, state, or local laws,regulations, or orders including,but not limited to, any monitoring or laboratory analysis of Biosolids after receipt by the Authority. 5. COMPOSITION OF BIOSOLIDS The District warrants that all Biosolids released to the Authority will be non-hazardous under Title 22, Division 4.5,Chapter 11, Article 3 of the California Code of Regulations. Neither the District nor the Authority shall add any material to the Biosolids that is classified as hazardous, or which creates by-products or residues classified as hazardous,under federal or state laws,regulations, or orders. 6. INCLEMENT WEATHER 6.1 The Parties shall each provide any facilities necessary to ensure their ability to remove,transport, and compost Biosolids during typical inclement weather. 6.2 The Parties acknowledge that severe weather conditions may reduce or suspend the Parties' abilities to deliver and/or compost Biosolids. If either Party reasonably determines that a reduction or suspension is necessary, the Party shall provide the other Party,to the extent reasonably possible: 1) a 24-hour minimum notice of reduction or cessation of operations; and 2) an estimate of when the operations will resume. See also Section 11,Force Majeure. 7. FEE FOR BIOSOLIDS REUSE 7.1 The District shall pay to the Authority for Biosolids received and processed at a base fee of$54.00 per wet ton,plus an administrative fee of$2.00 per wet ton, and any other adjustments provided for in this Agreement. The District shall pay all hauling and transportation-related costs. 7.2 The Authority shall submit invoices to the District on a monthly basis and the District shall make payment to the Authority within thirty(30) days of receipt 3252318 1077020.1 RETURN TO AGENDA 7.3 If the tern of this Agreement extends beyond the initial one-year term provided for in Section 11 below, either the District or the Authority may request an adjustment in the fee. 7.4 If during the term of this Agreement, the Authority incurs a new and unforeseen fee or other cost not previously paid by the Authority,the Authority may request an adjustment in the fee. The Authority shall provide written documentation to the District verifying the increased cost. Rate increases during the current term will not exceed the annual Consumer Price Index for the Los Angeles-Orange County Metropolitan Area for all urban consumers (CPI-U) available as of the date of the requested rate increase. The annual CPI-U will not be justification for any rate reduction. 8. OWNERSHIP OF BIOSOLIDS 8.1 The District shall retain ownership of all Biosolids during transport,up to and including off-loading of the Biosolids from the District's trucks. The District shall at all times manage, direct, oversee, and/or conduct operations during transport, and is responsible for leakage prevention and spill mitigation, and compliance with all applicable environmental regulations. 8.2 The Authority shall become the owner of all Biosolids delivered to the Site after off-loading of the Biosolids from the District's trucks. The Authority shall compost all Biosolids in accordance with this Agreement. The Authority may not use or dispose of the Biosolids in any other manner without written consent from the District. The Authority shall comply with all applicable laws and regulations in connection with the marketing,use, and sale of the composted Biosolids. 9. INDEMNITY hi contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code, each Party,pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code,hereby agrees to and shall indemnify and hold harmless the other Party,and its elected officials, officers, agents,and employees from and against any and all losses, liability, damages, claims, suits, actions, and administrative proceedings or demands(including reasonable attorneys fees) relating to acts or omissions of the indemnitor, its officers, agents, or employees wising out of or incidental to the performance of any of the provisions of this Agreement. Neither Party assumes liability for the acts or omissions of persons other than each Party's respective officers, agents,or employees. In the event judgment is entered against the Parties because of joint or concurrent negligence of the Parties, or their officers, agents,or employees, an apportionment of liability to pay such judgment shall be made by a Court of competent jurisdiction. This section shall survive termination of the Agreement. 3252318 1077020.1 RETURN TO AGENDA 10. FORCE MAJEURE Neither the Authority nor the District shall be responsible or liable for failure to meet their respective obligations under this Agreement if such failure is due to causes beyond the Authority's or the District's control. Such causes include,but are not limited to: strikes,fire, flood,civil disorder,acts of God or of a public enemy, acts of the federal government, or any unit of state or local government in either its sovereign or contractual capacity, epidemics, freight embargoes or delays in transportation, and changes in federal, state, or local law that renders the District's Biosolids impermissible for transportation or composting. Each Party shall immediately notify the other Party via email to administrative staff and in writing, in accordance with Section 15, of the occurrence of any condition believed to constitute a force majeure under this section. If a condition of force majeure exists for 30 days or more, either Party may terminate this Agreement by giving notice in writing in accordance with Section 15. The notice will become effective 24 hours after receipt. 11. DURATION OF AGREEMENT This Agreement will be effective on the Effective Date and will continue in effect for a period of one year. The Parties may,upon mutual written agreement, extend the duration of the Agreement on a year to year basis with up to three annual extensions. 12. SUSPENSION, TERMINATION, AND EARLY TERMINATION 12.1 Suspension. The Authority may suspend its receipt of Biosolids if it determines that the District can no longer timely and legally perform the required obligations of this Agreement. Likewise,the District may suspend shipments of Biosolids if it determines that the Authority can no longer timely or legally perform the required services,or if unacceptable conditions exist at the Site. The suspending Party may lift the suspension and allow operations to resume if it determines that any unacceptable conditions have been corrected. 12.2 Termination. Either Party may terminate this Agreement by providing the other Party with a 90- day notice in writing in accordance with Section 15. 12.3 Early Termination. The Authority and the District, by written agreement, may terminate this Agreement at anytime. 13. ADDITIONAL PROVISIONS 13.1 Entire Agreement This Agreement represents the entire agreement and understanding between the Authority and the District as to those matters stated in this Agreement.No prior oral or written understanding is of any force or effect in regard to any matter covered by this Agreement. 13.2 Assignment Neither the Authority nor the District may sell,assign,or sub- contract its interest and/or obligations in this Agreement without the prior written and mutual agreement of the Parties. 3252318 1077020.1 RETURN TO AGENDA 13.3 Governing Law. The provisions of this Agreement will be interpreted and enforced in accordance with the laws of the State of California. 13.4 Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. NOTICE Except as otherwise required, any notice,payment, or instrument required or permitted to be given under this Agreement will be deemed received upon a signed receipt of personal delivery or 72 hours after deposit in any United States Post Office, registered or certified, postage prepaid and addressed to the Party for whom intended, as follows: TO THE AUTHORITY: Inland Empire Regional Composting Authority Attn: Jeff Ziegenbein 12645 Sixth Street Rancho Cucamonga, CA 91739 TO THE DISTRICT: Orange County Sanitation District Attn: General Manager Post Office Box 8127 Fountain Valley, Ca 92728-8127 SIGNATURE PAGE FOLLOWS] 3252318 1077020.1 RETURN TO AGENDA IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Tom Beamish Chair of the Board of Directors By: Kelly Lore Clerk of the Board of Directors APPROVED AS TO FORM: 1 By: General Counsel INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY Jon Blickenstaff Chairman of the Board Attest: Secretary Approved as to form: General Counsel 3252318 1077020.1 OPERATIONS COMMITTEE Neetlng pate TOBA.Of DIl. 0 1061 OS/27/1S AGENDA REPORT Item Number Item Number 7 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 A. Approve a project budget increase of $4,471,403 for a total project budget of $56,687,403 for Newport Force Main Rehabilitation, Project No. 5-60; B. Approve a contingency increase of $4,038,650 (11%) to the construction contract with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation, Project No. 5-60, for a total contingency of$7,343,000 (20%); and, C. Approve Amendment No. 3 to the Professional Consultant Services Agreement with Brown & Caldwell to provide construction support services for Newport Force Main Rehabilitation, Project No. 5-60, for $432,753, increasing the total amount not to exceed $3,071,639. SUMMARY The purpose of this project is to rehabilitate and upsize the Newport Force Main system located on Pacific Coast Highway in Newport Beach between the Bitter Point Pump Station and Dover Drive. Rehabilitation is necessary because the Newport Force Main system is more than 50 years old and has experienced multiple structural failures due to corrosion since 1984. The project will correct the wet weather hydraulic deficiency of the Newport Force Main system and extend the life another 50 years. More than half of the force main system will be rehabilitated rather than replaced to minimize impacts to the community, businesses, tourism, and the environment. The construction of this project includes various rehabilitation methods, including cured- in-place pipe for rehabilitation, open-cut method for replacement, and tunneling for replacement of pipe in difficult to access locations to minimize community impacts. In addition, the project is conducted in two phases to allow Pacific Coast Highway to have traffic lanes restored for the summer months. The project will enter phase two following Labor Day in September 2015. Numerous challenges have arisen during phase one of construction including debris and sixteen wood piles in the path of the micro tunnel equipment that needed to be removed through excavation, a break in the West Lido Force Main in November 2014, utility conflicts, and changes to traffic control constraints. Page 1 of 4 Although most utility conflicts were remedied, a medium gas pressure line was in a different location than shown on records and has caused the microtunneling operation to cease. The microtunneling equipment will require excavation to retrieve it, lane closures, restriping, and traffic control. PRIOR COMMITTEE/BOARD ACTIONS January 2015 — Approved Amendment No. 1 to the Professional Consultant Services Agreement with Brown & Caldwell for engineering services for Newport Force Main Rehabilitation, Project No. 5-60, in the amount of $251,610, increasing the total amount not to exceed $2,483,535. April 2014 — Approved a Professional Consultant Services Agreement with Brown & Caldwell for engineering services for Newport Force Main Rehabilitation, Project No. 5-60, for an amount not to exceed $2,231,925; and approved a contingency of $178,554 (8%). March 2014 - Awarded a Construction Contract to Kiewit Infrastructure West Company for a total amount not to exceed $36,715,000, and approved a contingency of $3,304,350 (9%). ADDITIONAL INFORMATION The construction contract was awarded for $36,715,000, and the approved contingency of 9% is insufficient to cover costs for the anticipated changes. Additional contingency is requested for changed or unknown conditions, modifications to sequencing and methods to reduce the impact on the surrounding community, and to repair a broken pipe connecting the Lido Pump Station to the South Force Main. These activities include the removal of obstructions (debris, Imhoff tank, 16 wood piles), and extraction of the microtunneling equipment, repairs to the West Lido Force Main prior to phase two, and modifications to some construction pit locations due to utility conflicts. The total additional work for the project is estimated at $4,038,650 and the approved contingency of 9% is insufficient to cover costs for the anticipated changes. Brown & Caldwell furnished engineering services for the design of Project No. 5-60, and is currently providing engineering support services during construction. Brown & Caldwell and its subconsultants have provided on-going support for the project. Due to the location of the work, limits related to traffic, and the unknown factors in underground rehabilitation projects, Brown & Caldwell's effort has been greater than expected. Unplanned work includes significant revisions to traffic control plans, review of a change of plans to open cut through Dover to reduce community impacts, additional geotechnical support when the microtunneling operation encountered obstacles, observation of well installations to reduce the number of wells proposed by the Contractor, design of structural bracing for recent field modifications at the Bay Bridge Valve Vault, and structural engineering for modifications to locate a new pump at Bay Bridge Pump Station. Page 2 of 4 This Amendment will authorize Brown & Caldwell to provide support during the remainder of phase one and through phase two of this project. Additional consultant services with Brown & Caldwell will provide the following: Description Cost Traffic Control: Traffic control plan revisions per City of Newport $139,492 Beach requests and schedule recovery efforts Dewatering: Additional Dewatering design, oversight, and $113,840 implementation Geotechnical: Additional geotechnical oversight and support during $ 59,489 microtunneling and obstruction removal efforts Design Changes and Schedule Recovery Efforts: $119,932 1) Dover Drive change from microtunneling to open cut 2) Bracing requirements for Bay Bridge Valve Vault tie in and modifications 3) Structural engineering design and support for 5th pump installation at Bay Bridge Pump Station 4) Coordinate Contractor value engineering request to shallow up dual trench alignment from approximately Ste 71+18 to 85+89 for time savings and impact mitigation 5) Additional meetings in support of schedule recovery efforts Total Amendment No. 3 $432,753 As of late March 2015, completed work includes 351 feet of microtunneling, 5,050 feet of cured-in-place, 163 feet of jack and bore piping, 1,766 feet of open trench work with a single pipe, and 1,795 feet of open trench work with dual pipes. It is anticipated that by Memorial Day 2015, the Orange County Sanitation District (Sanitation District) will complete the major elements planned for phase one including microtunneling for the new South Force Main, the new open trench piping, the cured-in-place piping for the south force main, and have traffic constraints removed from Pacific Coast Highway. CEQA The Newport Beach Force Main System including Newport Force Main Rehabilitation, Project No. 5-60, is within the scope of the Program Environmental Impact Report (PEIR) for the Collection System Improvement Plan, SCH# 2006101018, certified in June 2007. Pursuant to CEQA Guidelines section 15168(c)(4), the Sanitation District prepared an addendum to the PEIR to cover sections that needed further analysis; air quality and greenhouse gas emissions which was not included in the original PEIR. The Board adopted Addendum No. 2 to the Collections PEIR on March 26, 2014. After Page 3 of 4 reviewing the facts and analyzing the circumstances, staff has determined that these issue areas are not substantial changes since the certification of the Final PEIR for the Collection System Improvement Plan. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2014-15 & 2015-16, Section 8, Page 36) and this action increases the budget. Date of AnDroval Contract Amount Contincencv Kiewit 03/26/15 $36,715,000 $3,304,350 (9%) 05/27/15 $36,715,000 $7,343,000 (20%) Brown&Caldwell 04/23/14 $ 2,231,925 $ 178,554 (8%) 01/28/15(Amend 1 —Board) $ 2,483,535 $ 178,554 (7.2%) 05/27/15 (Amend 3—Board) $ 3,071,639 $ 23,289 (0.8%) ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Consultant Services Agreement Amendment No. 3 CD:dm:gc Page 4 of 4 AMENDMENT NO. 3 TO AGREEMENT RETURN TO AGENDA THIS AMENDMENT NO. 3 TO AGREEMENT, is made and entered into to be effective the 27th day May, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and Brown & Caldwell, of Los Angeles, for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT and CONSULTANT have previously executed an Agreement dated April 23, 2014, together with Amendment No. 1 dated January 28, 2015, and Amendment No. 2 dated March 17, 2015, for professional consulting services for Project 5-60, Newport Force Main Rehabilitation; and, WHEREAS, the SANITATION DISTRICT and CONSULTANT has determined that additional engineering services of this project is to rehabilitate the Newport Force Main system located on Pacific Coast Highway in Newport Beach between the Bitter Point Pump Station and Dover Drive. Brown & Caldwell furnished engineering services for the design of Project No. 5-60, and is currently providing engineering support services during construction. Since construction began, Brown & Caldwell and its subconsultants have provided support for the project including review of submittals, design of the fix for the break in its West Lido Force Main, field support of well installations and dewatering, traffic control plans, geotechnical assessments in support of the microtunneling operation, and an engineering services for the addition of a pump at Bay Bridge Pump Station and piping stabilization at the Bay Bridge Valve Vault. Due to the location of the work, limits related to traffic, and the unknown factors in underground rehabilitation projects, Brown & Caldwell's effort has been greater than 1 expected. Unplanned work includes significant revisions to traffic controls plans, review of a change of plans to open cut through Dover to reduce community impacts, additional geotechnical support when the microtunneling operation encountered obstacles, observation of well installations to reduce the number of wells proposed by the Contractor, design of structural bracing for recent field modifications at the Bay Bridge Valve Vault, and structural engineering for modifications to locate a new pump at Bay Bridge Pump Station. This Amendment will authorize Brown & Caldwell to provide support during the remainder of phase one and through phase two of this project. WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these additional requirements based on its demonstrated competence and has agreed to provide the necessary engineering services, and has been selected in accordance with the SANITATION DISTRICT selection policy regarding professional consultant services; and, WHEREAS, the SANITATION DISTRICT acting through its Director of Engineering has negotiated with CONSULTANT, and has certified the final negotiated fee for said services as reasonable, and, WHEREAS, the General Manager has accepted the recommendation of the Director of Engineering, pursuant to the current Ordinance, has approved this Amendment No. 3 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 Amendment No. 3, it is mutually agreed as follows: 1. CONSULTANT agrees to provide engineering services as outlined in Consultant's letter dated April 2, 2015, designated as Exhibit "A", attached hereto and by this reference made a part of this Amendment No. 3 to Agreement. 2 2. Article 2 of that certain Agreement dated April 23, 2014, between the SANITATION DISTRICT and CONSULTANT is hereby amended to increase the total compensation by $432,743 from $2,638,886 to an amount not to exceed $3,071,639, all in accordance with the same terms and conditions as otherwise specified in Article 3 and the other provisions of said Agreement. 3. The additional compensation authorized hereby and sums paid by the SANITATION DISTRICT to CONSULTANT pursuant hereto shall be based upon and allocated as follows: Change Amended Aare Current Contract Amount per Amendment ement (includes Amendments)` No. 3 Consultant- B&C Burdened labor(rawlabortnnge@38.71% $ 739,155 $ 52,144 $ 791,299 Overhead at 112.32% $ 830,220 $ 58,568 $ 888,788 Fixed Profit at 7.425% $ 116,526 $ 8,220 $ 124,746 Direct Cost, NTE $ 13,485 $ 1,000 $ 14,485 SUBTOTAL $ 1,699,386 $ 119,932 $ 1,819,318 Subconsultant A- Hatch Mott McDonald Burdened labonrawlabor+(nnge@50.19%) $ 89,826 $ 15,358 $ 105,184 Overhead at 155% $ 139,230 $ 23,805 $ 163,035 Fixed Profit at 9.9595% $ 22,813 $ 3,900 $ 26,713 Direct Cost, NTE $ 65,300 $ - $ 65,300 SUBTOTAL $ 317,169 $ 43,063 $ 360,232 Subconsultant B -Traffic Control Eng. Burdened labonrawiaborfnnge@45% $ 59,746 $ 50,123 $ 109,869 Overhead at 153% $ 91,411 $ 76,688 $ 168,099 Fixed Profit at 10% $ 15,115 $ 12,681 $ 27,796 Direct Cost, NTE $ 1,250 $ - $ 1,250 SUBTOTAL $ 167,522 $ 139,492 $ 307,014 Subconsultant C-Shannon &Wilson Burdened labor(.labor+fringe@82.1%) $ 100,330 $ 43,002 $ 143,332 Overhead at 107.34% $ 107,694 $ 46,158 $ 153,852 Fixed Profit at 10% $ 20,802 $ 8,916 $ 29,718 Direct Cost, NTE $ 22,810 $ 15,764 $ 38,574 SUBTOTAL $ 251,636 $ 113,840 $ 365,476 Subconsultant C- Kleinfelder Burdened labor(rawlawr+range@60.34%) $ 54,225 $ 8,692 $ 62,917 Overhead at 71.80% $ 38,933 $ 6,241 $ 45,174 Fixed Profit at 10% $ 9,317 $ 1,493 $ 10,810 Direct Cost, NTE $ 16,183 $ - $ 16,183 3 SUBTOTAL $ 118,658 $ 16,426 $ 135,084 Subconsultant under 100K fees NTE Sub D — Jason Consultants $ 47,200 $ - $ 47,200 Sub F - KDMM $ 16,725 $ - $ 16,725 Sub G - Cardno $ 15,590 $ $ 15,590 Sub H — Scheidegger& Assoc. $ 5,000 $ $ 5,000 SUBTOTAL $ 84,515 $ $ 84,515 Total Not To Exceed $ 2,638,886 $ 432,753 $ 3,071,639 4. The SANITATION DISTRICT agrees to pay CONSULTANT on a monthly basis pursuant to invoices submitted to the SANITATION DISTRICT from CONSULTANT and as approved by the SANITATION DISTRICT's Director of Engineering. 5. This modifying Amendment is supplemental to the Agreement dated April 23, 2014, Amendment No. 1 dated January 28, 2015, and Amendment No. 2 dated March 17, 2015, 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. 6. In the event of any conflict or inconsistency between the provisions of this Amendment and any of the provisions of the original Agreement shall in all respects govern and control. 4 IN WITNESS WHEREOF, this Amendment No. 3 to 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 Tom Beamish Date Chairman of the Board By Kelly A. Lore Date Clerk of the Board BROWN & CALDWELL By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager CD:dm 5 Professional Design Services Agreement Status Report Newport Force Main Rehabilitation Project Project No. 5-60 Consultant: Brown & Caldwell Requested Action: PCSA Approve Amendment No. 3 Date Amendment Approval Description Cost Accumulated Costs 4/23/14 Original Ops/Board Original PCSA 2,231,925 2,231,925 PCSA Additional engineering services will to design the 251,610 2,483,535 pipe repair/rehabilitation, hydraulic modeling to Amendment verify capacity with the proposed repair, oversee en 1/28/15 en 1 Ops/Board sub-contractors for land surveying, geotechnical assessment, traffic control design, and utility location for rehabilitation of both the East and West Lido FMs. Additional engineering services will collaboratively determine site-specific dewatering approaches and designs for each cured-in-place pipe (CIPP) and tunneling pit Amendment excavation (28 CIPP pits, and 4 tunneling pits). 3/17/15 No 2 GM It will also oversee the installation of dewatering 155,351 2,638,886 wells and sumps and observe and make field determinations on construction dewatering system installation, development, and operation, including excavation sump pumping. 4/6/15 Reallocation DOE Accommodate adjustments made to the 0 2,638,886 Consultant and subconultant fees. 5/27/15 Amendment Ops/Board Provide support during the remainder of phase 432,753 3,071,639 Pendin No. 3 one and through phase two of this project. Exhibit"A" 18200 Von Kerman Avenue,Suite 400 Irvine,CA 92612 T:714-689-4800 F:714-734-0940 April 2, 2015 Ms.Carla Dillon, PE Brown AND Orange County Sanitation District Caldwell 10844 Ellis Avenue Fountain Valley, California 92708 Subject: Newport Force Main Rehabilitation, Project No. 5-60 Amendment No.3 Dear Ms. Dillon: Brown and Caldwell (BC) is pleased to submitthis letterfee proposal to provide additional Professional Consulting Services for the Orange County Sanitation District's (OCSD's)5-60 Project. This fee proposal includes additional construction support services required in support of ongoing changes requested by the City of Newport Beach and additional efforts to support ongoing microtunnel obstruction removal activities since the end of February 2015. We have reviewed our efforts(along with and our subconsultants efforts)to date in conjunction with the construction schedule and the work completed by the contractor. The basis for additional efforts in Amendment No. 3 include the following: Brown and Caldwell: Provide continued professional construction support services for the remainder of Phases 1 and Phase 2 construction seasons. The scope of work includes the following: • Due to greater than expected efforts in attendance of meetings during Phase 1, additional efforts for anticipated Phase 2 meetings. • Due to greater than expected as needed support during Phase 1 construction season including support during microtunnel obstruction removal and design changes and redesigns regeusted by the City of Newport Beach and Contractor for schedule recovery. Hatch Mott MacDonald: Provide support during tunneling activities. This amendment replaces funds reallocated in Reallocation Request No. 1. Traffic Control Englneering: Provide ongoing revisions to existing traffic control plans and preparation of new traffic control plans in support of City of Newport Beach requests for the remainder of the project. Attend coordination meetings with the City of Newport Beach and Caltrans, as required. Shannon&Wllson: Provide continued construction dewatering support services for Phase 2 construction season. The scope of work includes the following: • Work directly with the Contractor and OCSD/BC to collaboratively determine site- specific dewatering approaches and designs for remaining cured-in-place pipe (CIPP) pit and abandonment excavations. • Oversee the installation of dewatering wells and sumps. • Observe and make field recommendations on construction dewatering system installation, development,and operation, including excavation sump pumping. 560 pdsa tee letter emenda.doex Ms.Carla Dillon Orange County Sanitation District April 2, 2015 Page 2 Klelnfelder. Provide additional geotechnical support services for the remainder of Phase 1 and Phase 2 construction seasons. The scope of work includes the following: • Provide oversight, performance, and data interpretation of multichannel analysis of surface waves(MASW)survey for the Newport tunnel drive. • Provide on-site inspection and geotechnical monitoring during excavation to remove subsurface piles encountered under the Newport Boulevard Bridge. • Provide weekend and night shift inspector gap coverage for OCSD inspectors, as required. The proposed labor hour matrix, cost matrix, and Amendment No. 3 fee proposal forms are included as Exhibit A. A summary fee proposal table for the project is provided as Exhibit B. The breakdown of the total fees for this amendment are as follows: Amendment No.3 Breakdown Change perAmenmend No.3 Brown and Caldwell $119,932 Hatch Mott MacDonald E43,063 Traffic Control Engineering $139,492 Shannon&Wilmn $113,940 Klelnfelder $16,426 Total $432,753 It is our pleasure to continue providing support to OCSD on this important project. If you have any questions or comments, please feel free to contact me at(213)271-2239. Very truly yours, Brown and Coal/dw��ell Melissa Ingalsbe, PE, PMP Project Manager Ml:re Attachments(1) 5co pdsa tee leoe�emenda.doc. Newport Force Main Rehabilitation,Project No.5-60 Amendment No.3 Exhibit A: Labor Hour/Cost Matrix and Fee Proposal Forms Brown and Caldwell Hatch Mott MacDonald Traffic Control Engineering Shannon & Wilson Kleinfelder Brown>�=Caldwell Brown and Caldwell-Contract 5-60 Fee Proposal Form Amendment No.3 April 2,2015 Consultant Name: Brown and Caldwell Raw Labor $ 37,592 Fringe Rate 38.71% (%X Raw Labor) $ 14,552 Burdened Labor (Raw Labor+Fringe) $ 52,144 Overhead Rate 112.32% (%X Burden Labor) $ 58,568 Subtotal (Burdened Labor+ Overhead) $ 110,712 Profit at 7,425% (Overhead and Burdened Labor) $ 8,220 Total Direct Costs, not to exceed $ 1,000 TOTAL-Brown and Caldwell Consulting Services,not to exceed: $ 119,932 Brown and Caldwell-contract 5-60 Labor Hour Matrix Amendment No.3 APr92,2oss 8 n w is 1 =5. magi as =` BC Total Principal Prged Engineer Pnntipal Senior Labol Task Description in ChoMe Manager ARecord Engineer Engineer pours Phase 0-Construction and Installation Services Task 0.2-Workshops and Meetings 16 16 90 90 60 V2 Other Meetings 16 16 90 90 60 V2 Additional Meetings for Phase 2 16 16 90 90 60 272 Task 46 Contract Mods,Oacign Changes,Coe 0 0 eD 1T0 15a "a Asfleeded Support 0 0 60 1M 1a0 no Additional As-Needed Support for Phase 2 60 120 1W 330 Phase 4 SUMctals 16 16 IN 210 210 O Brawn and Caldwell-Contract 5-0 Cast Matrix Amendment No.3 April 2,2015 OF 0V V Total BC IR Principal In Pooled Engineerof Principal Senior Labor Total BC Task Charge Manager Record Engineer Engineer Hours Labor COS[ Burdened Rate(Raw Rate+Benefits),$Ilrr 12964 99.91 120.93 84.72 59.71 5-60 Newport FM Rehabilitation Project Phase 2-Preliminary Design Task 4.2-Workshops and Meetings $ 2,074 $ 1,599 $ 10,883 $ 7,625 $ 3,583 272 $ 25,764 Other Meetings $ 2,074 $ 1,699 $ 10,883 $ 7,625 $ 3,583 272 $ 25,764 Additional Meetings for Phase 2 $ 2,074 $ 1,599 $ 10,883 $ 7,625 $ 3,583 272 $ 25,764 Task 4.6-Contract Mods,Design Changes,Cos $ - $ - $ 7,256 $ 10,167 $ 8,957 330 $ 26,380 As-Needed Support $ - $ - $ 7,256 $ 10,167 $ 8,967 330 $ 26,380 Additional As-Needed Support for Phase 2 $ - $ - $ 7,256 $ 10,167 $ 8,967 330 $ 26,380 E Total Labor Hours for ALL Phases 5-60 is 16 16 150 210 210 602 Total Burdened Labor Cost 5-60= $ 2,074 $ 1,599 $ 18,139 $ 17,792 $ 12,540 1 1 $ 52,144 Overhead(as a percent of Total Burdened Labor Cost)l 111 % $ 58,568 Profit(as a percent of Total Burdened Labor Cost+Overhead) 7.4% $ 8,220 Total Labor Cost $ 118,932 Item Total ODC 2 3 4 5 Cost Cost Travel Charges $ 1,000 $1,000 $ 1,000 Subtotal ODCs= is - I $ - $ 1,000 $ $ 1,000 Total Cost(Amendment Hatch Mott MacDonald-Contract 5-60 Fee Proposal Form Amendment No.3 April 2,2015 Subconsultant"A"Name: Hatch Matt MacDonald Raw Labor $ 10,226 Fringe Rate 50.19% (%X Raw Labor) $ 5,132 Burdened Labor (Flaw Labor+Fringe) $ 15,358 Overhead Rate 155% (%X Burden Labor) $ 23,805 Subtotal (Burdened Labor+ Overhead) $ 39,163 Profit at 9.9595% (Overhead and Burdened Labor) $ 3,900 Total Direct Costs,not to exceed $ TOTAL Subconsultant Consulting Services, not to exceed: $ 43,063 Page 1 of 1 Hatch Mott MacDonald-Contract 5-60 Labor Hour Matrix Amendment No.3 April 2,2015 Hatch Mon MacDonald Project Total Sub Task Item Manager Sr. Engineer Engineer Jr Engineer Support Support Labor Hours 5.60 Newport FM Rehabilitation Project Phase J-Construction Support Services 46 BQ Construction Support Services-Phase 2 as 80 53 1A Total Labor Hours far 540= 6C 80 53 0 0 0 1Tl Page 1 of 1 Hatch Mott MacDonald-Contract 5-60 Cost Matrix Amendment No.3 April 2,2015 Hatch Moll MacDonald Proacl Manager Taek lbm 5[ Engineer EngineerW Engineer Suppml Sugttl ToleH- Tolelsnb Cost ed Burdened RaN Raw RahrBaneflM,EMr. $1a 1s StF $67.17 sso.n stre.¢B Et6e.e9 LaM Hours LaborC 1 56D New sort FM ReM1abllllatlen Pro ect Phase a-CanelrvWen Bu wlBwukee f aPte E s}Y f S ISA Consmxo Su Seruices-PnaseP I S 6.L] E a" 3 axas S E 3 T E tS 359 Total Labor Hours for ALL Pnasa5560= d4 M 13 0 0 0 1]] TwaIBUMemd Labor Cos15J45= E 6,34] $ 5,4]9 f 3.599 f - f - $ E 15,35E 135.00% E 2.t.805 9.9595% $ 3,900 E U.093 tern PHASE 4 3 4 Cost Total CDC Cost $o $ $0 S Sublotal-ODCs= $ - E S $ $ Subtotal Cost for 5-00= $ 43,063 Traffic Control Engineering-Contract 5-60 Fee Proposal Form Amendment No.3 April 2,2015 Subconsultant'B"Name: Traffic Control En ineerin Raw Labor $ 34,568 Fringe Rate 45% (%X Raw Labor) $ 15,555 Burdened Labor (Flaw Labor+Fringe) $ 50,123 Overhead Rate 153% (%X Burden Labor) $ 76,688 Subtotal (Burdened Labor+ Overhead) $ 126,811 Profit at 10% (Overhead and Burdened Labor) $ 12,681 Total Direct Costs,not to exceed $ TOTAL Subconsultant Consulting Services, not to exceed; $ 139,492 Page 1 of 1 Traffic Control Engineering-Contract 5-60 Labor Hour Matrix Amendment No. 3 April 2, 2015 Traffic Control Engineering Total Sub Task Item David Kuan Kay Hsu Frank Lu Labor Hours 5-60 Newport FM Rehabilitation Project Phase 4-Construction Support Services 600 835 Construction Support Services-Phase 1 1 240 1740 1 80 1 360 Construction Support Services-Phase 2 1 360 35 80 475 Total Labor Hours for 5.60= 600 75 160 835 Page 1 of 1 Traffic Control Engineering-Contract 5-60 Cost Matrix Amendment No.3 April 2,2015 Traffic Control Engineering Task Item David Kuan Kay Hsu Frank Lu Total Sub Total Sub Burdened Burdened Rate(Raw Rate+Benefits),$/hr: $IO.W $44.92 $29.46 Labor Hours Labor Cost 5.60 Newport FM Rehabilitation Project Phase 4-Construction support Services i $ 42.0,H $ 3,369 $ 4,714 835 1 $ 50,123 Construction Support Services-Phasel i $ 16,816 $ 1,797 1 $ 2,357 1 360 1 $ 20,970 Construction Support Services-Phase 2 1 $ 251 $ 1,5721 $ 2,357 1 475 1 $ 29,153 Total Labor Hours for ALL Phases 560• 600 75 160 836 Total Burdened Labor Cost 5.60,$= $ 42,041 $ 3,350 $ 4,714 1 $ 50,123 Overhead(as a percent of Total Burdened Labor Cast) 153.00% $ 76,688 Profit(as a percent of Total Burdened Labor Goal +Overhead) 10.0001 $ 12,681 Total Labor Cost $ 139,492 Item PHASE 4 Cosl Total CDC Cost $0 $ $0 $ Subtotal-ODCs= $ - $ Subtotal Cost for 5-60 = $ 139,492 Shannon and Wilson-Contract 5-60 Fee Proposal Form Amendment No.3 April 2,2015 Subconsultant"C"Name: Shannon&Wilson Raw Labor $ 23,614 Fringe Rate 82.10% (%X Raw Labor) $ 19,388 Burdened Labor (Raw Labor+Fringe) $ 43,002 Overhead Rate 107.34 (/o X Burden Labor) $ 46,158 Subtotal (Burdened Labor+ Overhead) $ 89,160 Profit at 10% (Overhead and Burdened Labor) $ 8,916 Total Direct Costs,not to exceed $ 15,764 TOTAL Subconsultant Consulting Services, not to exceed: $ 113,840 Page 1 of 1 Shannon and Wilson -Contract 5-60 Labor Hour Matrix Amendment No. 3 April 2, 2015 Shannon&Wilson Dean Erik Stephen Total Sub Task Item Fmncuch Blumhagen Thomas Labor Hours 5-60 Newport FM Rehabilitation Project Phase 4-Construction Support Services 220 350 1 30 600 Construction Phase 2 -Dewatering Oversight and Support 16 weeks 220 350 30 600 Total Labor Hours for 5.60= 220 350 30 600 Page 1 of 1 Shannon and Wilson-Contract 5-60 Cost Matrix Amendment No.3 April 2,2015 Shannon S Wilson Total Sub Total Sub Burdened Task Item Dean Francuch Enk Blumhagen Stephen Thomas labor Hours Labor Cost Burdened Rate(Raw Rate+Benefits),$1hr: $88.63 $5984 1 $85.32 5.60 Newport FM Rehabilitation Project Phase 4-Construction Support Services $ 19.499 $ 20,944 $ 2,501 600 $ 4$,002 Construction Phase 2 -Dtevatetring Oversight and Support 16 weeks $ 19,4991 $ 20,944 1 $ 2,559 1 Soo I $ 43,002 Total Labor Hours for ALL Phases"0• 220 350 30 600 Total Burdened Labor Cost 5E0,$= $ 19,499 $ 20,944 1 $ 2,559 1 $ 43,002 Overhead(as a percent of Total Burdened Labor Cost) 107.34% $ 45,158 Profit(as a percent of Total Burdened Labor Cost+Overhead) 10.0000% $ 8,916 Total Labor Cast $ 98,076 Item PHASE 4 Cost Total ODC Cost Airfare(E.Blumhagen)[est.6 trips] $4,200 $ 4,200 Car Rental(E.Blumhagen) $2,400 $ 2,400 Mileage(D.Francuch) $2,880 $ 2,880 Lodging(E.Blumhagen) $3,600 $ 3,600 Meals $1,080 $ 11080 Other $1,604 $ 1,604 Subtotal-ODCs= $ 15,764 0$ . $ 15,764 Subtotal Cost for 5-60 = $ 113,840 Kleinfelder-Contract 5-60 Fee Proposal Form Amendment No.3 April 2,2015 Subconsultant"D"Name: Kleinfelder Raw tabor $ 5,421 Fringe Rate 60.34% (%X Raw Labor) $ 3,271 Burdened Labor (Raw Labor+Fringe) $ 8,692 Overhead Rate 71.80% (%X Burden Labor) $ 6,241 Subtotal (Burdened Labor+ Overhead) $ 14,933 Pmfit at 10% (Overhead and Burdened Labor) $ 1,493 Total Direct Costs, not to exceed $ TOTAL-Subconsultant Consulting Services, not la e><ceetl: $ 16,426 Page 1 of 1 Kleinfelder-Contract 5-60 Labor Hour Matrix Amendment No.3 April 2,2015 Kleinfelder Senior Principal Principal Protect Staff CARD Total Sub Task Item Professional Professional Professional Profe55iunal OPemtor Administrative Labor Hours 5.60 Newport FM Rehabilitation Project Phase 4-Construction Support Sarvlces 40 40 60 0 0 12 152 Construction 5u od Services-Phase 2 ag a0 60 12 152 Total labor Hours for S60= 40 40 60 0 0 12 152 Page 1 of 1 Kleinfelder-Contrast 5-60 Cost Matrix Amendment No.3 April 2,2015 Kleinfeltler Senior Principal Rlncipal Pye. SIaM TOW Sub Tdal&b Burderntl Teets Mem Proheeimal PMueianal Pmlusional Proleuiorel CADD Operator MMni&latiw LeWrHwn Labar Wet Burdened Bab w Rate a BmpBad,M. $..as Was us. $%15 S]O.1B $27.01 540 Nes a.%t A FM Reba911KHlon Pro I Phase "a"Wdlon baboon BMNWa $ LMa i Cona.uxn 5u on5ervicea-Pr—s S 4a03 S 2.%3 S 3.50] S S S >U Iso $ .,MI TWI Labor Havre far ALL PMue 5i0= 40 MI 60 B e 13 152 Tatel BUMened Labar Cost 5t0.$= E 3.303 $ 2,582 E 3.8DE E - E -1 E E2d I E 8.893 Overbead(as a percent W I=I Burdened tabor 0o n 31.80% E 6.L1 Pabst(as a percent of Total Burdened Labor Cost a Overhead) t0A000% E 1AeE Total Labor Cost $ 16AN PECE.$Aabor Hour E 106 uem PHASE 1 2 3 d 6 Coat Total ODC Coat S E S E S Subtotal-OD65- $ S $ S S Subtotal Cost for 5-60• $ 16,626 Newport Force Main Rehabilitation,Project No.5-60 Amendment No.3 Exhibit B: Contract Summary Fee Proposal Form 56o pass fee I eteramendUeex Fee Proposal Form OCSD S60 PCSA Amendment No.3 Brown and Calawen April 2,2015 andlandiflofflaraArmak Chang' par emandamMadan and Caldwell) Rdw LaI, S 47RUS $ 5415C0 E 3 S 37,592 S 57Op70 Mnge new 3B]1% j 185,M 3 21,112 E 3 j 14,552 3 22 AS nmtlenM Ld.Vamamndm j 663,503 3 75,92 S f $ 52,1M 3 791929 OwaRxdal112.3le j 745,247 3 84,973 3 f f 581568 3 888,7BB S,own deardened Lmor.UrcTeel f 1A08,I50 S 1601625 $ It 110,712 E 1,680,087 ned.1a 7.QR% f 104,M f 111926 S It f 8,220 f 124,70 DIM CBsq mE f I21445 f 1,090 S f f 1,000 s 14ASS BubW1aL BCConsumagservleas'M f 1,525,B35 E 173,551 $ f f 118,932 $ 1,319,318 SrbcansuxamA-xYaM1Mgtl cBOnaq Raw labor f i0,W4 5 - E - 3 (20,2xIS f lax. 5 70,014 Fm&Rule 50.19% f 35 tan 5 - E - 3 IS.131) f RJAS 5 Set. nuNened laba,(Realabor+Nap) f 105,1M 5 - S - 3 P5,358) f 15,359 5 1.5,1. Pureed. % f ]63,N5 5 - S - 3 PASOR) f 23,805 5 ]83,N5 6ubmad(a mmed L.wr+ bond S 268$19 5 - S - 3 pilled) f 39,1. 5 28B¢19 Rand 1.or 9.9 .Raedsad and nuMenM Ubu0 f 26,I13 E S f 13,90% f 3,9W S 26,713 p rect h,NR f 65M E S f E SAM TOTAL-Submnsritent ',NIE: f MaM $ f f (43,063) f 43,053 $ 360,232 Subamsuxm[B-Treble Garber EaMering Rawlabor f SWA47 $ 4,957 S f f 34.5% $ 75,]]1 Far,naIR45% f 16,311 $ 2,231 E S f 15,555 $ 94,017 BUYxed lannRI-I.S.-Fdnp) f FAM $ 7,188 E S f 501W $ MASS awarded at 153% f BOA14 $ 10,997 E f f 76ARS $ 168,009 Smeralfueered Lal-OrcYeand f 13219. $ 18,185 E f f 126,811 $ 277,969 Feel Pant 91Mmanned and Brennen UM f 13.297 E 'Ala E f f 12,681 E 27,796 Ne Cando R f 1AW $ - E - $ S 5 tAW TOTAL Subednsultanl"B',NIE: $ 147,519 E 201003 S S $ 139A92 E 307,014 SubomsuflantC 9rannonaWIson naw4ber f 21,867 S E Wa29 S f 23,614 S 78,710 nand aak 82.10% f 17,953 E S 27,281 S f 19,38, E 84,622 BuNeme bbu,So.law a Fralll f 39,820 5 - E RA . $ f 43,W2 5 143332 a flaard al10]34% j 42,743 3 3 64,961 3 $ 46,158 3 iss= narrow(ad.."bar a OreYead) f 821563 S E 1251"1 S f 89,1W S 297,184 1.Pmin at l0%pPnbxd end Burdened lalpO f 8156 S E 12546 S f 81916 S 29,718 Dl.m.,ME f SAN E S 17,344 f f 15,764 E 38,574 MTAL-SubonnmlYM"C",NTB f 96,285 E E 155,351 f f 113,840 E 365,478 SubemsuNlrt 0-81YnMder amain $ 18,D26 3 GASS 3 3 8,948 $ 5,411 3 M?MI Mnge Red W.34% f 10,8]] S 4,130 $ f 5,399 f 3,271 $ 23,677 BuemM LabngAaw Labe♦Mnge) f 28,903 $ 10,975 E f 14,347 f 8.02 S 81,917 am sedYn80x S 20,1. 5 land E - $ 20,301 f fi,Sal 5 41174 9ubNallBUNamdbbrra OradlxY j 49,655 3 16AS E 3 24,648 $ 14,933 3 108,01 FM Plant at 10%pOmrxd end Burdened Ural j 4,%6 3 1,986 E 3 2,465 $ 1.493 3 leave dreRCmdral. f 03 S E f 15,950 f S 11183 TOTAL-Submnsultda W,NIE: f 54,854 $ 20,741 3 f WAS f 16,628 $ 135,084 Subum $ $ Sub E E - ns J Deer f 1008 kes NIE - Caunab n f 4TADD 5 - E - 3 S 5 4TAW Sb Calm 3 l6,]25 3 3 3 l6,725 Saba-0Ia Nno 3 15,590 3 f 3 15,590 srbx-xnnd.ggnaAaxlYm $ aW s s, s f $ $ s,aW MTA 9uacnsmteMa E x,Norte Swede: f 41,201 E ii,315 f f f M s 81.515 GRAND ALMr Design Seea e ,nebumd f 2,231,825 E 251,8f0 f 155,351 f f 432j53 E 3,W1,839 Page 1 OT I OPERATIONS COMMITTEE NeetingDate TOBd 0/1Di,. 0 15 OS/27/1S AGENDA REPORT Item Number Item Number e 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 Approve a contingency increase of $328,078 (27%) to the construction contract with W.M. Lyles for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for a total contingency of$497,783 (41%). 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 (OCSD)then began purchasing liquid oxygen to avoid the higher cost of on-site generation. On September 23, 2014, bids for the demolition work 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 and oxygen delivery system modification services in return for possession of the oxygen generation equipment and no monetary compensation. RCI specializes in oxygen generation facilities and first reached out to OCSD during the bid period with an offer to buy the oxygen plant. RCI had a committed customer who had a larger project that had a particular use for the equipment, even though the equipment is old and obsolete. RCI's customer's project was unique in its nature and would not be expected to be repeated elsewhere. OCSD saw potential in RCI's proposal, but preferred that RCI work directly with contractors. To do this, OCSD issued a bid addendum to make the oxygen plant equipment the property of the contractor and suggested that RCI contact bidders on the plan holders list. RCI reached out to bidders late in the bid period with their proposal to dismantle and take possession of the oxygen generation equipment at no cost. Page 1 d 3 Shortly after award of the construction contract, however, RCI's customer cancelled their project due to a sudden change in energy markets. Following that development, WML and RCI unsuccessfully attempted to identify other potential buyers inside and outside the US. Based on this change in circumstances, WML requested the construction contract be cancelled for convenience at no cost to either party. The circumstances of the cancellation of RCI's customer's project could not have been foreseen by any of the parties. WML's bid of $570,406 lower than the next highest bid which also used RCI as a subcontractor. At the April 1, 2015 Operations Committee Meeting, the committee requested staff to negotiate a potential resolution with WML. Based on the direction offered by the committee, staff developed four alternatives for resolving this issue. After consideration of potential outcomes, staff believes that issuing a change order in the amount of $329,100 to the contractor will provide the overall best combination of schedule, cost, and allocated risk to completing the project work. PRIOR COMMITTEE/BOARD ACTIONS April, 2015—This same issue was discussed, but no action was taken. 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 Based on the direction offered to Staff at the April 1, 2015 Operations Committee meeting, the following Alternatives to completing the work were considered. Below is a discussion on each of these alternatives. Alternative 1 — Issue Notice to Proceed with No Price Adjustment In this alternative, OCSD would issue a Notice to Proceed without any adjustment in price for the changed circumstance. This option would have the lowest immediate costs to OCSD for the project. WML would likely perform a portion of the work at a significant loss. WML has indicated that they may oppose this alternative and OCSD may incur additional administrative and legal costs in the event that WML files a claim seeking additional compensation based on the changed circumstances. (While the courts will allow price adjustments due to unforeseen circumstances in construction projects, this situation is unusual and is not similar to cases where adjustments are normally allowed. Such cases usually involve excavation projects where soil conditions turn out to be different than expected, or circumstances unknown to the parties prior to construction planning that require changes to the work after it has commenced. In this case, WML assumes the risk of RCI not complying with its portion of the work, which is not part of the project's contract documents). Page 2 d 3 Recommended Alternative — Negotiate an Adjustment for Changed Circumstances In this alternative, OCSD would approve a change order of not more than $329,100, which represents the direct cost, without overhead or profit, which WML will incur because RCI is no longer able to reuse the cryogenic equipment. This amount would cover only WML's direct expenses without overhead or profit, and would stipulate that OCSD would receive the savings realized in salvage value or in the unlikely event that a buyer is found to reuse the equipment prior to disposal. This alternative would require that the board increase the construction contract contingency by $328,078 (27%) to a total contingency of$497,783 (41%). With this change order, the construction cost would be no more than $1,543,205, which is still $241,306 less than the second low bid, which also used RCI. This alternative also would be the quickest way to complete the work and would require the least amount of OCSD staff time. In addition, OCSD's reputation as fair and reasonable with contractors would be maintained. Alternative 2—Authorize Staff to Negotiate Compensation for Bid Phase Costs In this alternative, OCSD staff would negotiate an agreement to cancel the construction contract in return for WML compensating OCSD for its costs incurred during the bid period. OCSD bid phase costs, which include staff and consultant costs, were approximately $30,000. WML has indicated a willingness to negotiate such an agreement. This alternative would require the project to be rebid, and the new bid price would likely be higher than the Recommended Alternative. 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 3 d 3 OPERATIONS COMMITTEE Meeting Dare To ad.of W. 05,06,15 -- AGENDA REPORT Item Number Item Number g Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CAPITAL IMPROVEMENT PROGRAM (CIP) UPDATE FOR FY2015/16 GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present the Capital Improvement Program validation results to be included in the upcoming FY2015/16 Budget Update recommendation. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A KM:sa:gc Page 1 of 1 OPERATIONS COMMITTEE Meeting Date TOBI0/1Dir. 05/06/15 05/27/15 AGENDA REPORT Itm lon' Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADWORKS REHABILITATION AT PLANT 1, PROJECT NO. P1-105 GENERAL MANAGER'S RECOMMENDATION A. Approve an increase in the project budget for Headworks Rehabilitation at Plant 1, Project No. P1-105 from $76,476,000 to $235,273,000, and an increase in the construction budget from $44,181,000 to $155,000,000; B. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services for Project No. P1-105, for an amount not to exceed $17,528,957; C. Approve a contingency of$1,752,896 (10%); and D. Cancel Project No. 131-120, Headworks Expansion, as its scope of work is included in Project No. P1-105. SUMMARY Previously, the planned approach for Plant No. 1 Headworks Facilities was to start Project No. P1-105 in 2015 to perform equipment and material rehabilitation, followed by the much larger Project No. P1-120 in 2024 to continue rehabilitation, upgrade facilities for improved levels of service, increase capacity, and demolish unused facilities, such as the old Headworks No. 1. Based on the conclusions of a recent planning study, the approach was revised to move the upgrades and demolition forward into P1-105 and cancel P1-120. The only remaining work in P1-120 would have been the rapacity increase, which is not needed because flows are not increasing, as previously forecasted. This revised approach requires a major increase in the estimated P1-105 construction cost, along with a corresponding increase in the total project cost. This increase is offset by cancelling Project No. P1-120, which is budgeted for$222,804,000. The scope of work for Project No. P1-105 is a complete renovation of the existing headworks at Plant No. 1, including demolition of Headworks #1, replacement of the grit handling and odor treatment systems, replacement of Flow control gates, replacement of steel pipes, replacement of obsolete electrical and instrumentation equipment, coating replacement, and building refurbishment. Page 1 of 4 The Orange County Sanitation District (Sanitation District) advertised a Request for Proposal on December 1, 2014, and three proposals were received on January 20, 2015. Based on the overall qualifications and expertise, staff recommends awarding a Professional Design Services Agreement to Carollo Engineers, Inc. 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 ADDITIONAL INFORMATION General The P1-105 project will rehabilitate and upgrade the Plant 1 Headworks facilities and associated support systems including odor control and power distribution. The project will also demolish the original Headworks #1 structures and pumping capacity that has been partially out of service for years. The nature of the work is highly complex and poses many risks that require thorough mitigation. The project's greatest challenge will be maintaining operation of Headworks #2 during construction. In a number of cases, this will involve the design and construction of temporary facilities and bypass pumping. Worker safety and system reliability will require more engineering thought than normal projects. Clearly defining work restrictions and project sequencing are critical for risk mitigation and change order control. Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for this project was advertised on December 1, 2014. As a result, proposals were received from Carollo Engineers, CDM Smith, and Parsons on January 20, 2015. A Staff Evaluation Committee consisting of five representatives from Engineering, and Operations and Maintenance Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD-44. 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 approach, construction sequencing, and risk mitigation; (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. The Evaluation Committee interviewed all three proposing firms to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected Carollo Engineers as the top-ranked firm as shown in Table 1. Page 2 of 4 TABLE 1 PROPOSAL EVALUATION* Carollo CDM Parsons Consultant Evaluator Engineers Smith 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 $15,736,320 NA NA Negotiated Fee Proposal $17,528,957 NA NA *Based on scores after interview Carollo Engineers was unanimously ranked highest by the Evaluation Committee based on all three criteria. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposal estimates. The fee proposal 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 No. OCSD-44. Staff conducted extensive negotiations with Carollo Engineers to clarify the requirements of the Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required for construction risk mitigation. These negotiations identified significant additional effort that would be needed as a result of the complexity and risks associated with the work. As a result of these negotiations, Carollo Engineers submitted a revised fee proposal. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for each phase, task, and subtask, and found to be justified by the needs or the project, the agreed-upon assumptions, and the Sanitation District's expectation for the quality of services. • The negotiated fee proposal is based on producing a set of bid documents with over 1,600 drawings. The total hours associated with producing the bid documents per drawing is reasonable and consistent with other Sanitation District projects of similar complexity. • The total fee expressed as a percentage of construction cost is 11%, which is reasonable and appropriate for a rehabilitation project involving complex and high risk sequencing requirements. Page 3 of 4 • The Consultant's fringe and overhead costs, which factor into the billing rate is consistent with other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff determined the final cost proposal to be fair, reasonable, and appropriate for the Scope of Work and recommends awarding the Professional Design Services Agreement to Carollo Engineers. CEQA Notice of Exemption was filed on April 29, 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 and 2015-16, Section 8, Page 51) and the project budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Design Services Agreement JM:dm:gc Page 4 of 4 RETURN TO AGENDA PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27' day of May, 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 for Headworks Rehabilitation and Expansion at Plant 1, Project No. P1-105; and to provide Design services for the headworks facilities at the SANITATION DISTRICT's Plant No. 1. The CONSULTANT will conduct Predesign Evaluation Studies, preparation of a Preliminary Design Report, and preparation of construction contract documents for construction of the proposed projects. The construction work will involve repairs, modifications, and rehabilitation of existing facilities that are actively in service. The plans and specifications must be prepared to ensure that the existing operations are not unduly impacted by construction of the proposed improvements. 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 May 27, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee 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. PDSA PROJECT NO.PI.105 Remed 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 1 of 19 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 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 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 2 of 19 RETURN TO AGENDA 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 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. ACCESS The SANITATION DISTRICT shall arrange for access to and make all privisions for CONSULTANT to enter upon pubic and private property as required for CONSULTANT to perform services hereunder. 3. COST ESTIMATES The CONSULTANT has no control over the cost of labor, materials, equipment or services furnished by others, or over the construction contractors methods of determining prices, or other competitive bidding or market conditions, practices or bidding strategies. CONSULTANT shall use best engineering practices along with experience and judgment, utilizing current local costs of labor, materials, equipment or services to prepare cost estimates. CONSULTANT cannot and does not guarantee that proposals, bids, actual Project construction, operation and/or lifecycle costs wil not vary from cost estimates prepared by CONSULTANT. 4. 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 Seventeen Million Five Hundred Twenty Eight Thousand Nine Hundred Fifty Seven Dollars ($17,528,957). 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 3 of 19 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 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 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 4 -COMPENSATION above. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 4 of 19 RETURN TO AGENDA 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 httD://www.asa.Gov/Dortal/catecorv/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. 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 5 of 19 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. 5. 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. 6. 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 13-AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 4- 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: PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 6 of 19 RETURN TO AGENDA 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 4 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a 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 PDSA PROJECT NO.PI.105 Remed 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 7 of 19 the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 7. 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. 8. 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. 9. 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 PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 8 of 19 RETURN TO AGENDA 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 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 PDSA PROJECT NO.PI.105 Remed 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 9 of 19 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 Six Million Dollars ($6,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 10 of 19 RETURN TO AGENDA • 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, except for Worker's Compensation and Errors and Omissions/ Professional Liability Insurance, 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, except for Worker's Compensation and Errors and Omissions/ Professional Liability Insurance, shall contain a "Separation of Insureds" clause. PDSA PROJECT NO.PI.105 Remed 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 11 of 19 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, except for Errors and Omissions/Professional Liability Insurance, 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. 10. 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 12 of 19 RETURN TO AGENDA 11. 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 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. 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. 13. 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 PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 13 of 19 be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 14. 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. 15. 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. 16. 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: Natasha Dubrovski, Principal Contracts Administrator Copy: Jeff Mohr, Project Manager Notices shall be mailed to CONSULTANT at: CARDLLO ENGINEERS, INC. 3150 Bristol Street, Suite 500 Costa Mesa, CA 92626 Attention: Douglas J. Lanning, Project Manager Copy: Walid Karam, Project Director 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. 17. 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. PDSA PROJECT NO.PI.105 Remed 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 14 of 19 RETURN TO AGENDA 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 16- NOTICES. 18. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 19. 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. 20. 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. 21. 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. 22. 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 15 of 19 23. 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. 24. 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). 25. 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 16 of 19 RETURN TO AGENDA 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. 26. 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. 27. 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. 28. 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 17 of 19 29. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 30. 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. PDSA PROJECT NO.PI.105 Revised 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 18 of 19 RETURN TO AGENDA 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" Not Used (Labor Hour Matrix—included in Attachment E) Attachment "C' Not Used Attachment"D" Allowable Direct Costs Attachment "E" Fee Proposal Attachment "F" Not Used Attachment "G' Not Used Attachment "H" Not Used Attachment "I" Not Used (Cost Matrix and Summary—included in Attachment E) Attachment "J" Not Used Attachment "K" Not Used (Hourly Rate Schedule for Minor Subconsultants—included in Attachment E) Attachment"L" OCSD Safety Standards NKD:yp PDSA PROJECT NO.PI.105 Remed 100814 HEADWORKS REHABILITATION AND EXPANSION AT PLANT 1 Page 19 of 19 OPERATIONS COMMITTEE Meeting Dare To ad.of Di, 05,06,15 -- AGENDA REPORT Item Number Item Number 1 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: INFORMATIONAL PRESENTATION ON THE 2015-16 BUDGET GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will provide an overview of the 2015-16 Budget Update, including District revenues, Capital Improvement and Operating expenditures and long-term liabilities. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A Page 1 &1