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HomeMy WebLinkAbout06-01-2016 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, June 1, 2016 Regular Meeting of the 5:00 P.M. OPERATIONS COMMITTEE Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 10 (714) 593-7433 AGENDA CALL TO ORDER PLEDGE OF ALLEGIANCE DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: If you wish to address the Committee on any item,please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item numberon which you want to speak. Speakers will be recognized by the Chairman and are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: The Consent Calendar Items am considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the May 4, 2016 Operations Committee Meeting. 2. ON-CALL CONTRACTOR SUPPORT SERVICES (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: Approve Amendment No. 1 to the On-Call Contractor Support Services Contract, Specification No. S-2011-483BD, with Jamison Engineering Contractors, Inc., providing for construction support, extending the contract period for a four month period from July 1, 2016 to October 31, 2016, with no increase to the contract amount. 06/01/2016 Operations CommRtee Agenda Page 1 of 3 3. PLANT WATER SYSTEM REHABILITATION AT PLANT NO. 2, PROJECT NO. 132-101 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Approve a project budget increase of $150,000 for Plant Water System Rehabilitation at Plant No. 2 included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18 scheduled to be approved at the June 22, 2016 Board of Directors meeting. NON-CONSENT CALENDAR: 4. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with LSA Associates, Inc. to provide environmental services for the preparation of a California Environmental Quality Act compliant document for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 for an amount not to exceed $420,927; and B. Approve a contingency of$42,093 (10%). 5. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with HDR Architecture, Inc. to provide architectural and engineering design services for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, for an amount not to exceed $11,785,709; and B. Approve a contingency of$1,178,571 (10%). INFORMATION ITEMS: 6. WORKFORCE PLANNING (Celia Chandler) 7. 2016-1712017-18 BUDGET PRESENTATION (Lorenzo Tyner) DEPARTMENT HEAD REPORTS: 06/01/2016 Operations Committee Agenda Page 2 c f 3 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, July 6, 2016, at 5:00 P.M. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aaenda 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. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klorefdocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbemfalocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 mhirellirrpocsd.com Director of Engineering Rob Thompson (714)593-7310 rthompsonRDocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolstonGDocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 06/01/2016 Operations Committee Agenda Page 3 of 3 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, May 4, 2016, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Vice- Chair Shawver on Wednesday, May 4, 2016 at 5:01 p.m. in the Administration Building. Director Yarc led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: David Shawver, Vice-Chair Jim Herberg, General Manager Tom Beamish Bob Ghirelli, Assistant General Manager Ellery Deaton Celia Chandler, Director of Human Resources Robert Kiley Rob Thompson, Director of Engineering Richard Murphy Ed Torres, Director of Operations and Maintenance Steve Nagel Kelly Lore, Clerk of the Board Fred Smith Jeff Armstrong Mariellen Yarc Jennifer Cabral Greg Seboum, Board Vice-Chair Tanya Chong Jim Colston COMMITTEE MEMBERS ABSENT: Ron Coss John Withers, Chair Don Cutler Steve Jones Mike Dorman Michelle Steel Dean Fisher Chad Wanke Norbert Gala John Nielsen, Board Chair Alfredo Garcia Mark Manzo Kathy Millea Jeff Mohr Cindy Murra Lisa Rothbart Mike White Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Michael Beverage, Alternate Director YLWD Bob Ooten, Alternate Director CMSD James Clark, Black & Veatch 05/N/2016 Opeations Committee Minutes Page 1 of 5 PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Vice-Chair Shawver did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg notified the committee that a Resolution will be forthcoming in regards to the reduction of rates and tax collection, imposed by LAFCO, in conjunction with the Local Sewer Transfer of service area 7 to East Orange County Water District. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED, and DULY CARRIED TO: Approve Minutes of the April 6, 2016 Operations Committee Meeting. AYES: Beamish, Deaton, Kiley, Nagel, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: Murphy ABSENT: Jones, Nielsen, Steel, Wanke, and Withers 2. CONTRACT FOR HYDROGEN PEROXIDE, SPECIFICATION NO. C-2016-752BD (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a contract to U.S. Peroxide, LLC dba USP Technologies for the purchase of Hydrogen Peroxide, Specification No. C-2016-752BD, for the period July 1, 2016 through June 30,2017 for a unit price of$1.88 per gallon delivered, plus applicable sales tax, for a total estimated annual cost of $1,020,000 with four one-year renewal options; and B. Approve a unit price contingency of 10%. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanks, and Withers 05/N/2016 Operations Committee Minutes Page 2 of 5 3. ENVIRONMENTAL COMPLIANCE REPORTS (Bob Ghirelli) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file environmental compliance reports: Biosolids Management Compliance Report 2015; Semi-Annual Pretreatment Program Report Fiscal Year 2015/2016 July-December; Annual Greenhouse Gas Emissions Report 2015; and Annual Emission Report 2015. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanks, and Withers 4. QUARTERLY ODOR COMPLAINT REPORT (Ed Torres) MOVED. SECONDED, and DULY CARRIED TO: Receive and file the Fiscal Year 2015/16 Third Quarter Odor Complaint Summary. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanke, and Withers NON-CONSENT CALENDAR: Item pulled from consideration. Cd SOUTHWEST WEST COSTA MESA TRUNK, PRQ EGT NO C 19 /IRnIM T1113FR...-GR MOVED, SECONDED and DULY CARRIED TO, Recommend to the Rnar1 of DiF800FS II tOi A- Approve a GaGpesat've Agreement fe. the n nnb n4'.. of the Sn t6.aAnt Costa Mesa TFURk, PFejeot No. 6 19, wth the Costa Mesa SanitaFy DiStFiet and B— Approve aR RGF9a6e iR the projent budget from etn ee3 Ann to Vice-Chair Sebourn recused himself and left the room during the discussion and vote of Item No. 6. Director of Engineering, Rob Thompson provided a brief presentation regarding Item No. 6. 05/N/2016 Operations Committee Minutes Page 3 of 5 6. BIOGAS SCRUBBING PROCESS IMPROVEMENT (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to authorize staff to negotiate a Sole Source Contract with Carollo Engineers, Inc. for a large-scale pilot testing of a biogas scrubbing process. AYES: Beamish, Deaton, Kiley, Murphy, Nagel, Sebourn, Shawver, F. Smith, and Yarc NOES: None ABSTENTIONS: None ABSENT: Jones, Nielsen, Steel, Wanke, and Withers INFORMATION ITEMS: 7. GWRS FINAL EXPANSION AND EFFLUENT REUSE STUDY UPDATE (Rob Thompson) Engineering Manager, Kathy Millea provided an informative PowerPoint presentation regarding the Effluent Reuse Study including: Groundwater Replenishment project challenges, implementation plan, cost estimates and project schedules. Ms. Millea responded to questions regarding the exclusion of the SARI line from Plant 1 and decreasing flows coming to the Sanitation District. 8. CAPITAL IMPROVEMENT PROGRAM (Rob Thompson) Mr.Thompson also provided an informative PowerPoint presentation regarding the FY 2016-17 and 2017-18 Capital Improvement Program (CIP) including: Annual budget update process; drivers for new CIP projects; Condition assessment program; CCTV inspections; proposed 10-year CIP spending; budget increases and decreases; project cancellations and new projects and their estimated cost. DEPARTMENT HEAD REPORTS: Director of Operations and Maintenance, Ed Torres provided the Committee an overview of the planned shutdown of the Plant and Control Center on May 3.The effort was initiated to complete scheduled maintenance projects and also as an exercise to prepare our agency for potential emergencies in the future. The Emergency Operations Center was activated to monitor and track the event and Mr. Torres reported much success with only minor problems. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 05/04/2016 Operations Committee Minutes Page 4 of 5 ADJOURNMENT At 5:58 p.m., Committee Vice-Chair Shawver declared the meeting adjourned to the next scheduled meeting of Wednesday, June 1, 2016 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 05/N/2016 Operations Committee Minutes Page 5 of 5 OPERATIONS COMMITTEE Meeting Date TOBG.Of Dir. 06101116 6 01 I6 06 22 16 AGENDA REPORT Item Number Item number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ON-CALL CONTRACTOR SUPPORT SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 to the On-Call Contractor Support Services Contract, Specification No. S-2011-48313D, with Jamison Engineering Contractors, Inc., providing for construction support, extending the contract period for a four month period from July 1, 2016 to October 31, 2016, with no increase to the contract amount. BACKGROUND Contractor services, currently provided by Jamison Engineering Contractors, Inc., are used to support condition and/or corrosion assessments (CCA's) by Orange County Sanitation District (Sanitation District) staff. The Scope of Services includes, but is not limited to: confined space entry support; confined space entry rescue; forced air ventilation; pipe cleaning; closed circuit television surveys; and minor incidental repairs. CCA's provide vital information with respect to the condition of and/or life expectancy of critical plant and collections process structures. CCA's are a key component of the Sanitation District's Civil Asset Maintenance Program (CAMP) and Capital Improvement Program (CIP) projects during the planning, design, and construction of facilities both inside the plants and for the collections system. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Ensure that the public's money is wisely spent PROBLEM Jamison Engineering Contractors, Inc. was deemed the most qualified responsive contractor using a competitive Request for Proposal (RFP) process in 2011. The current contract expires on June 30, 2016. An RFP procurement is ongoing for the new on-call support contract expected to commence in September/October 2016. The process will not be complete before expiration of the existing contract. PROPOSED SOLUTION In order to avoid a gap in service, an extension to the existing contract best meets the Sanitation District's needs. This time extension will be made at no change to the cost of Page 1 of 2 the existing agreement. The Sanitation District will terminate this contract when the new one is activated. RAMIFICATIONS OF NOT TAKING ACTION There would be a delay and likely reduction in the number of corrosion assessments during this four-month period, increasing the Sanitation District's risk of not detecting and addressing a failed condition. TIMING CONCERNS A lapse in service will hinder staff's ability to continue with CCA's as part of the Sanitation District's CAMP and CIP Programs. PRIOR COMMITTEE/BOARD ACTIONS July 2011 — Board of Directors approved an annual contract including four 1-year renewals, with Jamison Engineering Contractors, Inc., for On-Call Contractor Support Services, for a total annual amount not to exceed $875,273. ADDITIONAL INFORMATION The existing contract has approximately $400,000 of funds remaining. As a result, additional funding is not necessary to support the CAMP and CIP projects during the four-month period. Staff expects to request approval for the new procurement at the September 2016 Operations Committee and Board Meetings. Approval of this contract extension does not guarantee the total contract amount be paid to the Contractor should services not be utilized. CEQA N/A BUDGET / PURCHASING ORDINANCE COMPLIANCE Funding for this project is included in the FY16/17 proposed operating budget. This request complies with authority levels of the Sanitation District's Purchasing Ordinance and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package and attachments: Amendment No. 1 Page 2 d 2 AMENDMENT NO. 1 To Service Contract On-Call Contractor Support Services Specification No. S-2011483BD 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 Jamison Engineering Contractors, Inc. with a principal business at 17197 Newhope Street, Suite J, Fountain Valley, CA 92708 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WHEREAS, OCSD and Contractor executed, delivered and entered into the Contract between OCSD and Consultant, the effective date of which is July 27, 2011 ("the Contract"); and WHEREAS, the Parties wish to amend the Contract to make certain modifications which shall be called Amendment No. 1 ("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 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. Extend the term of the Contract through October 31, 2016 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 Jamison Engineering Contractors, Inc. By: Contracts/Purchasing Manager Date Date Name: Chair, Board of Directors Date Title: Clerk of the Board Date 5116116 OPERATIONS COMMITTEE Melting Dat0 TOBE.Or Dir. 06/01/16 O6/22/16 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PLANT WATER SYSTEM REHABILITATION AT PLANT NO. 2, PROJECT NO. 132-101 GENERAL MANAGER'S RECOMMENDATION Approve a project budget increase of$150,000 for Plant Water System Rehabilitation at Plant No. 2 included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18 scheduled to be approved at the June 22, 2016 Board of Directors meeting. BACKGROUND This project involves rehabilitation and/or replacement of deteriorated plant water pipes and valves at Plant No. 2. Final completion of the construction contract was reached on July 20, 2015. The only remaining work involves as-built documentation. The Budget Update for Fiscal Year 2015-16 authorized a budget of $5,070,000 for the project. Based on an estimate of actual costs incurred to date and remaining costs to complete, staff concluded that the budget could be substantially reduced to $3,704,000. The estimate, however, erroneously excluded previously-incurred project costs of $150,000. The proposed budget should have included the requested budget. RELEVANT STANDARDS Efficiency efforts reduce the cost to provide the current service level or standard PROBLEM The budget for Plant Water System Rehabilitation at Plant No. 2, Project No. P2-101, included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18, scheduled to be adopted at the June 2016 Board Meeting, will be insufficient to complete the project. PROPOSED SOLUTION Instead of reducing the budget from $5,070,000 to $3,704,000 as indicated in the Proposed Budget for Fiscal Years 2016-17 and 2017-18, the budget should be reduced only to $3,854,000. The budget reduction on this project from last year to this year would be $1,216,000 instead of$1,366,000. Page 1 of 2 TIMING CONCERNS The project is in closeout and costs already incurred have exceeded the reduced amount included in the Proposed Budget for Fiscal Years 2016-17 and 2017-18. RAMIFICATIONS OF NOT TAKING ACTION Without a revised project budget decrease, the remaining record documentation and closeout activities cannot be completed. PRIOR COMMITTEE/BOARD ACTIONS The previously adopted Fiscal Year 2015-16 budget authorized a budget of $5,070,000 for the project. ADDITIONAL INFORMATION The project is successfully completed. CEQA A Notice of Exemption was filed and recorded on April 14, 2011. FINANCIAL CONSIDERATIONS This project has been included in the proposed Fiscal Year 2016-2018 budget, but for an amount less than needed to complete the project. The additional $150,000 to be added to the budget for this project is recommended to be moved from the Replacement, Rehabilitation, and Refurbishment allocation shown on Line Item 14 of the Consolidated Cash Flow Projections in the Proposed Budget for Fiscal Years 2016-17 and 2017-18, Section 8 Page 64. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A VP:dm:gc Page 2 of 2 OPERATIONS COMMITTEE Melting Dat0 TOBE.Of Dir. 06/01/16 O6/22/16 AGENDA REPORT ItemNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with LSA Associates, Inc. to provide environmental services for the preparation of a California Environmental Quality Act compliant document for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 for an amount not to exceed $420,927; and B. Approve a contingency of$42,093 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) is moving forward on the Headquarter Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. The project will replace the existing Administration Building, Human Resources Building, Purchasing Building, Laboratory, and multiple office trailers with a new Headquarters Complex consisting of an Administration and Laboratory Building and accomplish various associated site improvements in accordance with the Administrative Facilities Implementation Plan and the Site Alternatives Evaluation. RELEVANT STANDARDS • Public Resources Code 21000 et. seq. • CA Government Code 4526: Select the "best qualified firm' and "negotiate fair and equitable fees" • Meet CEQA standards PROBLEM State law requires that the Sanitation District conduct a review of environmental impacts per the California Environmental Quality Act (CEQA) requirements prior to committing to a project, such as purchasing land or preparing detailed designs. A full CEQA evaluation is therefore needed to produce an Environmental Impact Report for this project. Page 1 of 4 PROPOSED SOLUTION Perform a CEQA evaluation and prepare an Environmental Impact Report to document environmental concerns and develop any mitigation measures for this project. TIMING CONCERNS The schedule driver of this environmental review is to identify and disclose the environmental impacts of the project prior to starting final design. The preliminary design efforts will move forward simultaneously with the environmental work to minimize escalated costs, to continue to progress towards permitted and ADA compliant buildings per agreements with the City of Fountain Valley, and to minimize the length of time that parking issues exist with the new front entry alignment which impacts parking for staff and visitors. RAMIFICATIONS OF NOT TAKING ACTION The Headquarters Complex, Site and Security, and Entrance Realignment Program cannot be performed without compliance with CEQA. PRIOR COMMITTEE/BOARD ACTIONS October 2015 — Designated the southwest corner of Plant No. 1 as the location for the Headquarters Complex as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. June 2015 — Established new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 ADDITIONAL INFORMATION Request for Proposal: A Request for Proposal (RFP) which describes the Consultant's Scope of Work required for the project was advertised on December 10, 2015. Proposals were received on February 2, 2016 from five firms: LSA Associates, Inc. (LSA); AECOM Technical Services, Inc.; ICF International; Ultrasystems Environmental Inc.; and ESA. A Staff Evaluation 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 Orange County Sanitation District Ordinance No. OCSD47. Two representatives from the Contracts Administration Division and another representative from the Engineering Department participated in the evaluation process as non-voting members. The proposals were evaluated according to: (1) project understanding and approach; (2) applicable related project experience; and (3) project team and staff qualifications. Page 2 of 4 The Evaluation Committee reviewed the proposals and short-listed the top two firms to meet the key team members and further evaluate the firms' qualifications. Pursuant to the results of the interview, the Evaluation Committee selected LSA as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION* Consultant Evaluator LSA AECOM Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Overall Ranking 1 2 Proposal Fee $449,223 - Negotiated Fee Proposal $420,927 Based on scores after interview Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with Orange County Sanitation District Ordinance No. OCSD47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with LSA 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 to meet the goals and objectives for the project. 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 of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of services. • The Consultant's fringe and overhead costs, which factor into the billing rate, is reasonable and lower than other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to LSA Associates, Inc. CEQA This contract is to meet the CEQA requirements for the subject project. Page 3 of 4 FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance No. OCSD-47. Budget for the project, Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, is included in the proposed budget for Fiscal Years 2016-17 and 2017-18 recommended for adoption at the June 2016 Board of Directors meeting. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Draft Professional Services Agreement WS:dm:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the «EffectiveDate» day of aEffectiveMonth», 2014, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and «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 (CEQA)for the Headquarters Complex, Site and Security, and Entrance Realignment Program, to provide professional services and provide services for development of a comprehensive environmental document pursuant to California Environmental Quality Act (CEQA) Guidelines for the Headquarters Complex, Site and Security, and entrance Realignment Program; 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 «BoardMeetingDate» 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 PSA -1- P1-128 Revision 100815 industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standardsfor 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 oomment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (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 PSA -2- P1-128 Revision 100815 CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed «Grand Total Written Amount» Dollars ($«Grand Total Amounts). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment "E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. 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. PSA -3- P1-128 Revision 100815 For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"J"— Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.cisa.goy/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile 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 PSA -4- P1-128 Revision 100815 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-fiver percent(75%) of the not-to-excede amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such PSA -5- P1-128 Revision 100815 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 H. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. 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. PSA -6- P1-128 Revision 100815 A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees.6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants 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 enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. PSA -7- P1-128 Revision 100815 All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. 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. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 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: PSA -8- P1-128 Revision 100815 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 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 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 -9- P1-128 Revision 100815 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. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice PSA -10- P1-128 Revision 100815 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. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. PSA -11- P1-128 Revision 100815 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. 9. SCOPECHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall 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. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANT's 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. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their 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 PSA -12- P1-128 Revision 100815 are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha K. Dubrovski Copy: Daisy Covarrubias, Project Manager CONSULTANT: «Company» aConsultantsName» «Address» aCityStateZip» PSA -13- P1-128 Revision 100815 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. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. PSA -14- P1-128 Revision 100815 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances PSA -15- P1-128 Revision 100815 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 Agreemen 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or PSA -16- P1-128 Revision 100815 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. 26. COMPLIANCE WITH SANITATION DISTRICE POLICIES AN PROCECURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date PSA -17- P1-128 Revision 100815 xCompany» By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts/Purchasing Manager Attachments: Attachment"A"—Scope of Work Attachment'B"—Labor Hour Matrix Attachment"C'—Conflict of Interest Disclaimer Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Number Rounding Instructions & Fee Proposal Attachment"F"—Sample PSA Agreement Attachment"G'—Sample Cost Matrix Attachment "H"—Acknowledgement of Addenda Receipt Attachment "I"— Acknowledgement of Contract Agreement Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment"K"—OCSD Safety Standards XX:xx PSA -18- P1-128 Revision 100815 OPERATIONS COMMITTEE Melting Dat0 TOBE.Or Dir. 06/01/16 O6/22/16 AGENDA REPORT ItemNumber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with HDR Architecture, Inc. to provide architectural and engineering design services for the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, for an amount not to exceed $11,785,709; and B. Approve a contingency of$1,178,571 (10%). BACKGROUND In June 2015, the Board of Directors established the project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, based on the results of the Administrative Facilities Implementation Plan (AFIP). In October 2015, the Board of Directors designated the southwest corner of Plant No. 1 as the preferred alternative for the new Administration and Laboratory Building due to the short and long-term impacts of the Plant No. 1 main entry realignment proposed by Orange County Transportation Authority caused by the California Department of Transportation (Caltrans) 1-405 Widening Project that will revise the Ellis Avenue onramp to the south bound 1405. In December 2015, staff issued the Request for Proposals for the design of the Headquarters Complex, associated site and security improvements, and entrance modifications, and herein presents the results of the solicitation process. RELEVANT STANDARDS • Provide a safe and collegial workplace • Maintain collaborative and cooperative relationships with neighboring agencies • Ensure that assets/facilities blend in with the surrounding community • Make it easy for people to understand OCSD's roles and value to the community • Government Code 4526: Select the "best qualified firm' and "negotiate fair and equitable fees" Page 1 of 5 PROBLEM Staff are spread throughout the plant in multiple aging buildings and trailers. The existing administration buildings and laboratory are not code compliant, are in need of extensive maintenance rehabilitation, and lack building permits with the City of Fountain Valley. The Orange County Sanitation District (Sanitation District) is obligated to bring these facilities up to code requirements by agreement with the City of Fountain Valley. An Administrative Facilities Master Plan, completed in January 2014, evaluated the repair versus replacement options for the existing buildings and trailers at Plant No. 1. Most buildings and all trailers will realize the end of their useful life within a 30-year planning horizon. The study estimated the repair of the existing facilities and uncoordinated replacement at the end of the useful life of each building to be more expensive and more disruptive over the long term, and had significantly more risk due to the unknown conditions in the structures. Keeping staff spread throughout multiple buildings is not conducive to a collaborative work environment. The Headquarters Complex was originally envisioned to be in the north area of Plant No. 1, but the 1-405 Widening Project presented short and long-term impacts that were evaluated in a Site Alternatives Evaluation resulting in the relocation of the facilities to the southwest area of Plant No. 1 as the primary option. PROPOSED SOLUTION The proposed project consists of the construction of a new Headquarters Complex consisting of an Administration Building and a Laboratory Building in accordance with the Administrative Facilities Implementation Plan and the Site Alternatives Evaluation in the southwest comer of the plant which is bordered by Ward Street and Garfield Avenue. Two alternatives shall be included in the CEQA evaluation, which are the north area of Plant No. 1 in the location of the existing Administration and Human Resources Building and across Ellis Avenue on land now occupied by businesses. HDR Architecture, Inc. (HDR) will support the CEQA efforts for the three alternatives by providing necessary information and exhibits. If work does not proceed on the Headquarters Complex, then alternatives to rehabilitate the existing buildings, replacement of existing trailers, and replacement of buildings that reach the end of their useful life in a 30-year planning window would have to be implemented at an overall higher life-cycle cost. TIMING CONCERNS The schedule driver of this project is to construct the new Headquarters Complex and minimize investment in rehabilitation and maintenance of existing buildings and trailers. Delays lead to additional maintenance expenditures on existing buildings and escalation of construction costs. Page 2 of 5 RAMIFICATIONS OF NOT TAKING ACTION • Buildings are currently not in compliance with the Americans with Disability Act(ADA). • Failure to comply with timing requirements in agreements with City of Fountain Valley to address ADA compliance issues for existing buildings. • Escalated construction cost. • Additional funds expended over a 30-year planning horizon to rehabilitate and replace existing buildings and trailers. PRIOR COMMITTEE/BOARD ACTIONS October 2015 — Designated the southwest corner of Plant No. 1 as the location for the Headquarters Complex as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. June 2015 — Established a new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. ADDITIONAL INFORMATION Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for the project was advertised on December 28, 2015. Proposals were received on February 18, 2016 from two firms: Harley Ellis Devereaux (HED) and HDR. A Staff Evaluation Committee consisting of five representatives from Engineering, Planning, and Public Affairs Departments reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Purchasing Ordinance No. OCSD-47. Five representatives from the Contracts Administration Division, Laboratory, and the Engineering Department participated in the evaluation process as non-voting members. The proposals were evaluated according to: (1) project understanding and approach; (2) required qualifications; (3) applicable related project experience; and (4) project team and staff qualifications. The Evaluation Committee reviewed the proposals and interviewed both HED and HDR to meet the key team members and further evaluate the firms' qualifications. Pursuant to the results of the interview, the Evaluation Committee selected HDR as the top-ranked firm as shown in Table 1. Page 3 of 5 TABLE 1 PROPOSAL EVALUATION* Consultant Evaluator HDR HIED Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 1 2 Reviewer E 1 2 Overall Ranking 1 2 Proposal Fee $12,374,914 - Negotiated Fee Proposal $11,785,709 * Based on scores after interview Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with Orange County Sanitation District Ordinance No. OCSD 47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with HDR 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 to meet the goals and objectives for the project. 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 of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of services. • The Consultant's fringe and overhead costs, which factor into the billing rate is reasonable and lower than other similar agreements. The contract profit is 5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Design Services Agreement to HDR. CEQA CEQA work will commence for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. 131-128, with the coinciding approval of an agreement for professional services with LSA at the June 2016 Board of Directors meeting. Page 4 of 5 FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Budget for the project, Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128, is included in the proposed budget for Fiscal Years 2016-17 and 2017-18 recommended for adoption at the June 2016 Board of Directors meeting. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Draft Professional Design Services Agreement WS:dm:gc Page 5 of 5 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the cdateu day of «Month», eyear» by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and ((CONSULTANT COMPANY», for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Project No. P1-128, Headquarters Complex, Site and Security, and Entrance Realignment Program; and to provide Design services for architectural and engineering services including design and construction support services and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on «Board Meeting Date» the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee or Director of Engineering and General Manager pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment "A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 1 of 19 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 thirty (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. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 2 of 19 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. 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 «Grand Total Written Amount)) Dollars ($((Grand Total Amount»). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 3 of 19 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 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment "D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.clsa.gov/portal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 4 of 19 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"Y-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 5 of 19 4. PAYMENT I. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. J. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. K. 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. L. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 6 of 19 M. 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. N. Pursuant to the California False Claims Act (Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. S. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, CONSULTANT and Subconsultants 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 enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. PDSA PROJECT NO.Pl-128 Revised 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 7 of 19 D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 8 of 19 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. 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. Workers 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 PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 9 of 19 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 Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made' basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the 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.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 10 of 19 • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 11 of 19 J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 12 of 19 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, PDSA PROJECT NO.Pl-128 Revised 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 13 of 19 CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha K. Dubrovski, Principal Contracts Administrator Copy: Wendy Sevenandt, Project Manager Notices shall be mailed to CONSULTANT at: «CONSULTANT COMPANY» «Street Address» ((City, State Zip)) Attention: <(CONSULTANT's Representative)> All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 14 of 19 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 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 it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 15 of 19 services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 16 of 19 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OCSD POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all OCSD policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 17 of 19 i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA PROJECT NO.Pl-128 Revised 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 18 of 19 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: COMPANYNAME 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"—Conflict of Interest Disclaimer Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"—Professional Design Services Agreement (PDSA) Attachment"G"—Acknowledgement of PDSA Attachment"H"— Professional Construction Services Agreement(PCSA) Attachment"I"—Cost Matrix and Summary Attachment"J"—Acknowledgement of Addenda Receipt Attachment"K"—Hourly Rate Schedule for Minor Subconsultant Attachment"L"—OCSD Safety Standards JSK:ms PDSA PROJECT NO.Pl-128 Remed 092115 Headquarters Complex, Site and Security,and Entrance Realignment Program Page 19 of 19 OPERATIONS COMMITTEE Meeting Date To ad.ofDir. 06/01,16 — AGENDA REPORT Item Number Item Number 6 — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: WORKFORCE PLANNING GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month's topic is an overview of the Orange County Sanitation District's Workforce Development efforts. RELEVANT STANDARDS • Provide for professional growth, development • Positive employer, employee relations ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 1 of 1 OPERATIONS COMMITTEE Meeting Date To ad.of DV 06/01,16 — AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: 2016-17/2017-18 BUDGET PRESENTATION GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will provide an overview of the 2016-17 and 2017-18 Budgets, 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 of 1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant Services Agreement POTW Publicly Owned Treatment Works ppm Parts per million PSA Professional Services Agreement RFP Request For Proposal Glossary of Terms and Abbreviations RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos — The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Glossary of Terms and Abbreviations Certificate of Participation (COP) -A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) - Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) - the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases - In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System - A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)-Goals to support environmental and public expectations for performance. NOMA- N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) - An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume-A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)- Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line - A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer - Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) - Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment - Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge - Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)-The amount of solids floating and in suspension in wastewater. Glossary of Terms and Abbreviations Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.