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HomeMy WebLinkAbout06-03-2015 Operations Committee Agenda Packet Orange County Sanitation District Wednesday, June 3, 2015 Regular Meeting of the 5:00 P.M. Operations Committee t Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 714 593-7433 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of the May 6, 2015, Operations Committee Meeting. 2. A. Award a Service Contract to EnviroSupply & Service Inc. for Plant No. 2, Central Generation Facility Fuel Gas Cleaning System, Carbon Change-Out [replacement]; Specification No. S-2015-65613D, for a total amount not to exceed $110,187.07 for the period July 1, 2015 through June 30, 2016, with four (4) one-year renewal options; and B. Approve a contingency of$11,018.70 (10%). 3. Recommend to the Board of Directors: A. Approve annual Professional Design Services Agreements with Dudek; Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.; Beyaz & Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering and Design, Inc. for professional engineering design and construction support services projects, Contract No. FE15-00-XX, commencing July 1, 06/03/15 Operations Committee Agenda Page 1 of 3 2015 with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Design Services Agreement; and, B. Approve up to two additional one-year optional extensions. 4. Recommend to the Board of Directors: Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2020 to June 30, 2025. NON-CONSENT CALENDAR: 5. Recommend to the Board of Directors: A. Approve a budget increase of $300,000, which would increase the project total amount to $1,900,000 for the Odor Control Master Plan, Project No. SP-166; B. Approve a Professional Services Agreement with CH2M-Hill to provide Engineering Services for Odor Control Master Plan, Project No. SP-166, for an amount not to exceed $790,285; and C. Approve a contingency of$118,543 (15%) 6. Information Only - 1405 Widening Impacts to the Orange County Sanitation District's Plant No. 1 Facilities. 7. Recommend to the Board of Directors: Establish a budget for Administrative Facilities Replacement at Plant No. 1, Project No. 131-128, in the amount of$168,000,000. INFORMATION ITEMS: 8. Environmental Laboratory and Ocean Monitoring 9. Quarterly Odor Complaint Report 06/03/15 Operations Committee Agenda Page 2 of 3 DEPARTMENT HEAD REPORTS OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, July 1, 2015, at 5:00 P.M. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. 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 dale and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting,items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore Clerk of the Board (714)593-7433 klore(Mocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem0ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 mhirelli(a)ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson(domd.com Director of Facility Support Services Nick Amontes (714)593-7210 nsrhontes(docsd.com Director of Operations&Maintenance Ed Tortes 714 593-7080 storres ocsd.com 06/03/15 Operations Committee Agenda Page 3 of 3 ITEM NO. 1 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on May 6, 2015, at 5:00 p.m. at the District's Administrative Office. Committee Chair Seboum called the meeting to order and led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Greg Sebourn, Chair Jim Herberg, General Manager David Shawver, Vice-Chair Bob Ghirelli, Assistant General Manager Lisa Bartlett Rob Thompson, Director of Engineering Ellery Deaton Ed Torres, Director of Operations & Maintenance Steve Jones Lorenzo Tyner, Director of Finance & Robert Kiley Administrative Services Lucille Kring Kelly Lore, Clerk of the Board Richard Murphy Cindi Ambrose Fred Smith Jennifer Cabral Michael Vo (Alternate) Michelle Chewning Chad Wanke Jim Colston Mariellen Yarc Carla Dillon John Nielsen, Board Vice-Chair Natasha Dubrovski Dean Fisher Operations Directors Absent: Norbert Gaia Tom Beamish, Board Chair Al Garcia Rebecca Long Kathy Millea Jeff Mohr Mike Puccio Robert Thiede Eros Yong Others Present: Brad Hogin, General Counsel Bob Ooten (Alternate Director) Mike Beverage (Alternate Director) Dave Dawson, W.M. Lyles PUBLIC COMMENTS: None. 05/06/2015 Opeations Committee Minutes Page 1 of 8 REPORT OF COMMITTEE CHAIR: Committee Chair Sebourn did not provide a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg, informed the Committee that the date for the GWRS Ribbon Cutting Dedication Ceremony has been set for June 26, 2015 from 9:00 a.m. - 10:30 a.m. and that invitations will be sent out in the very near future. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of April 1, 2015. AYES: Deaton, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate)Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett; Beamish and Jones 2. MOVED, SECONDED, and DULY CARRIED TO: A. Approve a Professional Services Agreement with RBF Consulting, a Michael Baker International Company to provide environmental engineering services for the preparation of a CEQA document for the Santa Ana River Interceptor Rock Stabilizers Removal, Contract No. 241-8, for an amount not to exceed $172,917; and B. Approve a contingency of$17,292 (10%). AYES: Deaton, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate)Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett; Beamish and Jones 05/062015 Operations Committee Minutes Page 2 of 8 4. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Award a Service Contract to Denali Water Solutions for Grit and Screenings Removal, Specification No. S-2015-6686D, for a total amount not to exceed $387,905.00 for the period June 22, 2015 through July 31, 2016, with four one-year renewal options; and, B. Approve a contingency of$38,790.00 (10%). AYES: Deaton, Kiley; Kring, Murphy, Nielsen, Sebourn, Shaviver, Smith, F., Vo (Alternate)Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett; Beamish and Jones 5. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Award a Sole Source contract to Performance Pipeline Technologies for a six- month period, effective July 1, 2015 through December 31, 2015, with (one) 6- month renewal option, for the cleaning services of approximately 90 miles of Area 7 sewer pipelines and manholes for an amount not-to-exceed $202,204. AYES: Deaton, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate)Wanks and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett; Beamish and Jones 05i062015 Operations Committee Minutes Page 3 of 8 Item pulled and heard separately. Director of Operations and Maintenance Ed Torres, provided a brief PowerPoint presentation on Item 3 and provided background on the damage that was found in the engine, which is the reason for the proposed change order. Mr. Torres answered questions regarding: life of engine; cost of total replacement; newer resistant materials and technologies; and types of gasket seals. 3. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Amendment No. 2, for the Overhaul of Plant No. 2 Central Generation Engine No. 4, to the Contract with NRG Energy Services, LLC, P0105280-OB, for period November 1, 2014 through October 31, 2015 for an additional amount of$418,791. -2 $399,375.66 and, B. Approve an Additional Contingency of$41;878a7 $39,937.57 (10%) AYES: Deaton, Kiley, Kring, Murphy, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate)Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Bartlett; Beamish and Jones NON-CONSENT CALENDAR: Director Bartlett arrived at 5:13 p.m. Director Jones arrived at 5:17 p.m. Environmental Compliance Regulatory Affairs Manager, Jim Colston provided a video and an informative PowerPoint presentation regarding Item 6, the Biosolids management program and the proposed agreement. Mr. Colston then answered questions from the Committee regarding: Alternate technologies available; AquaCritox; and a future ban of biosolids in landfills. 6. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve an Agreement with Inland Empire Regional Composting Authority (IERCA) to receive and compost up to 50 wet tons per day (Monday thru Friday) of the Orange County Sanitation District's biosolids at a tipping fee of$54 per wet ton of biosolids and an administrative fee of$2 per wet ton of biosolids exclusive of trucking costs for a contract term of one-year commencing on the date of 05/06/2015 Operations Committee Minutes Page 4 of 8 execution of the Agreement, with three one-year renewal options in a total annual amount not to exceed $900,000/per year. AYES: Bartlett, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Seboum, Shawver, Smith, F., Vo (Alternate) Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Beamish Director of Engineering Rob Thompson introduced Engineering Manager Dean Fisher who updated the Committee on the Newport Force Main Rehabilitation. Mr. Fisher explained the challenges of the project, including the removal of underground concrete structures; traffic control; micro-tunneling; gas line relocation efforts, and raising the pipeline while trying to keep the project on schedule. Vice-Chair Nielsen thanked Director Thompson for the continued construction outreach efforts. 7. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a project budget increase of$4,471,403 for a total project budget of $56,687,403 for Newport Force Main Rehabilitation, Project No. 5-60; B. Approve a contingency increase of $4,038,650 (11%) to the construction contract with Kiewit Infrastructure West Company for Newport Force Main Rehabilitation, Project No. 5-60, for a total contingency of$7,343,000 (20%); and, C. Approve Amendment No. 3 to the Professional Consultant Services Agreement with Brown & Caldwell to provide construction support services for Newport Force Main Rehabilitation, Project No. 5-60, for $432,753, increasing the total amount not to exceed $3,071,639. AYES: Bartlett, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Seboum, Shawver, Smith, F., Vo (Alternate) Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Beamish 05i062015 Operations Committee Minutes Page 5 of 8 Committee Chair Sebourn stated that the Committee would hear Pubic Comments on Item 8 at this time. Mr. Dave Dawson, President of W. M. Lyles, spoke in favor of the item. Mr. Thompson provided a history of the item and explained the bid process. He stated that the District and the contractor have negotiated an amicable split of the costs which will allow the project to move on without an additional bidding process. Mr. Thompson answered questions regarding: difference in bid vs. additional cost; fairness to other bidders; District's awareness of the RCI solution; contractual requirements and the clarity of the proposal. Mr. Thompson stated that the Committee directed staff to work with the contractor to find an alternative solution to this problem and that is what has been proposed. Mr. Herberg also clarified his logic for the decision he made for this particular recommendation. 8. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: Approve a contingency increase of $328,078 (27%) to the construction contract with W.M. Lyles for Oxygen Plant Demolition at Plant No. 2, Project No. SP-129, for a total contingency of$497,783 (41%). AYES: Bartlett, Deaton, Jones, Kiley, Kring, Nielsen, Sebourn, Shawver, Smith, F., Vo (Alternate)Wanks and Yarc NOES: Murphy ABSTENTIONS: None ABSENT: Beamish 9. Capital Improvement Program (CIP) Update for IY 2015/16. Engineering Manager Kathy Millea, provided an informative PowerPoint presentation regarding the CIP budget for FY 2015116 including: the budget process; drivers for new CIP projects; condition assessment program; the top budget increases and decreases; project cancellations; new projects at Plant Nos. 1 &2, the collections systems and the proposed 10-year CIP spending. Committee Chair Sebourn recused himself from Item 10 and left the meeting during discussion and voting. Committee Vice-Chair Shawver presided for this Item. 05/06/2015 Operations Committee Minutes Page 6 of 8 CIP Project Manager Jeff Mohr, provided a PowerPoint on the Headworks Rehabilitation project at Plant No. 1 (P1-105) including: the aging facilities; revised planning approach; rehabilitation of existing facilities; demolition of unused facilities; upgrades and replacements; key challenges; design and construction costs along with the consultant's qualifications. Mr. Mohr answered questions from the committee regarding odor control techniques and completion timelines. 10. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve an increase in the project budget for Headworks Rehabilitation at Plant 1, Project No. P1-105 from $76,476,000 to $235,273,000, and an increase in the construction budget from $44,181,000 to $155,000,000; B. Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services Project No. P1-105,for an amount not to exceed $17,528,957; and C. Approve a contingency of$1,752,896 (10%); and D. Cancel Project No. P1-120, Headworks Expansion, as its scope of work is included in Project No. P1-105. AYES: Bartlett, Deaton, Jones, Kiley, Kring, Murphy, Nielsen, Shawver, Smith, F., Vo (Alternate) Wanke and Yarc NOES: None ABSTENTIONS: None ABSENT: Beamish; and Sebourn (recused) Committee Chair Sebourn returned to the meeting and then presided. Committee Vice-Chair Shawver departed the meeting at 6:21 p.m. Director Wanke departed the meeting at 6:24 p.m. INFORMATION ITEMS: 11. Informational Presentation on the 2015-16 Budget Director of Finance and Administrative Services, Lorenzo Tyner provided a short PowerPoint presentation on the 2015-16 budget update including: revenues and outlays; CIP - four distinct areas, dropped rate increases and comparison SFR 05/06/2015 Operations Committee Minutes Page 7 of 8 rates. Mr. Tyner stated that the full budget will be presented next month for adoption. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT At 6:26 p.m., Committee Chair Sebourn declared the meeting adjourned to the next scheduled meeting of Wednesday, June 3, 2015 at 5:00 p.m. Submitted by, Kelly A. Lore Clerk of the Board 05/06/2015 Operations Committee Minutes Page 8 of 8 OPERATIONS COMMITTEE Needng[are To ad.ofDi,. 06,03, AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: SERVICE CONTRACT FOR PLANT No. 2 CENTRAL GENERATION CARBON CHANGE OUT, SPECIFICATION NO. S-2015-656BD GENERAL MANAGER'S RECOMMENDATION A. Award a Service Contract to EnviroSupply & Service Inc. for Plant No. 2, Central Generation Facility Fuel Gas Cleaning System, Carbon Change-Out [replacement]; Specification No. S-2015-656BD, for a total amount not to exceed $110,187.07 for the period July 1, 2015 through June 30, 2016, with four (4) one- year renewal options; and B. Approve a contingency of$11,018.70 (10%). SUMMARY The Plant No. 2 Central Generation facility is equipped with a digester gas cleaning system consisting of an activated carbon vessels/filter beds for conditioning of the digester gas prior to combustion in the engines. The carbon beds work in series to protect the air emissions control catalysts being installed under the J-111 project to meet the new permit limits that will take effect on January 1, 2016, by the South Coast Air Quality Management District (SCAQMD). ADDITIONAL INFORMATION Staff developed a scope of work and invited vendors to submit a proposal. Five (5) bids were received as listed in Table (1). Table 1 Bid results Companv I Bid Amount include tax Comments EnviroSupply & Service Inc. $110,187.07 Bid award -Responsive Carbon Activated Corp. $116,466.00 Responsive Ciaccio Enter prizes Inc. $123,900.00 Responsive Pure Air Filtration, LLC. $316,365.00 Responsive Prominent Systems Inc. $360,640.00 Non-Responsive Staff has identified EnviroSupply & Services Inc. as the lowest responsive and responsible bidder. Page 1 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A similar contract exists with another supplier for the digester gas cleaning system for Plant No. 1 Central Generation facility. Staff will evaluate the quality of service provided from these vendors and the need to maintain diversity of suppliers. In the future, these contracts will be evaluated to be combined into a single contract. CEQA This is not a project as defined by CEQA and therefore does not require CEQA action. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in Division 840, line item 65 Operating Budget 840.52050. Date of Agoroval Contract Amount Continaencv 06/03/15 $110,187.07 $11,018.70 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Service Contract Page 2 RETURN TO AGENDA SERVICE CONTRACT Provision, Installation and Disposal of Activated Carbon for the Plant 2 Central Generation Facility Fuel Gas Cleaning System Specification No. S-2015-656BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and EnviroSuooly & Service Inc. with a principal business at 1791 Kaiser Ave. Irvine, CA 92614 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for Provision, Installation and Disposal of Activated Carbon for the Plant 2 Central Generation Facility Fuel Gas Cleaning System "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSDA7; and WHEREAS, on June 3, 2015, the Operations Committee of the OCSD Board of Directors authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work, including Enlarged Plan (Addendum No. 1, O &A, Item 8) Exhibit"B" Bid from Contractor, including Attachments I & J (Addendum No. 1) Exhibit"C" Acknowledgement of Insurance Requirements 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 of 9 Specification No. S-2015-656BD 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this project shall not exceed the total amount of One Hundred Ten Thousand One Hundred Eighty-Seven and 07100 Dollars ($110,187.07). 3. California Department of Industrial Relations (DIR)Registration and Record of Wages 3.1 To the extent Contractor's employees and/or its Subcontractors who will perform Work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its Subcontractors 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. 3.2 The Contractor and its Subcontractors 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 1771.4(a0(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 4. Payments Payments shall be made upon approval by OCSD Project Manager, or designee, of invoices submitted for Services completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. Orange County Sanitation District 2 of 9 Specification No. S-2015-656BD RETURN TO AGENDA 5.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffnp.00SD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, and S-2015-6568D Provision, Installation and Disposal of Activated Carbon for the Plant 2 Central Generation Facility Fuel Gas Cleaning System. 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scope of Worlr Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 8. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Tenn The Services provided under this Contract shall be for a one-year period commencing on July 1, 2015. 10. Renewals 10.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year periods for the Services as described in Exhibit "A", if mutually acceptable Contract terms can be negotiated. OCSD shall make no obligation to renew or give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD Purchase Order Process. 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. Orange County Sanitation District 3 of 9 Specification No. S-2015-656BD 11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C'). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractors duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 14. Safety Standards and Human Resources(HR)Policies 14.1 OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no cost to OCSD. Contractor and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under "Safety". 14.2 In addition to the requirements stated in 13.1 above, Contractor shall adhere to the following OCSD Safety Requirements: SOP-102 PPE, SOP-104 Confined Space, SOP-105 LOTO, SOP-106 Hearing Conservation Program, SOP-107 Hazard Communication, SOP-109 Respiratory Protection Program, SOP-118 Hot Work, SOP-120 Machine Guarding, SOP-206 Fall Protection, SOP-303 Crane Safety Program, and SOP-304 Mobile Equipment. 15. Warranties In addition to the Warranties stated in Exhibit "A", the following shall apply: Orange County Sanitation District 4 of 9 Specification No. S-2015-656BD RETURN TO AGENDA 15.1 Manufacturer's standard warranty shall apply. 15.2 Contractor's warranty: If, within the 12-month period following completion of Its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 16. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 17. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 18. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 19. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 20. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 21. Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Contractor. 22, Applicable Laws and Reau/adons Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 23. Contractor's Employees Compensation 23.1 Davis-Bacon Act - Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when Orange County Sanitation District 5 of 9 Specification No. S-2015-656BO twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 23.2 General Prevailing Rate —OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this contract as required by Labor Code Section 1774 of the State of California. Per Califomia Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 23.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this contract, all in accordance with Section 1775 of the Labor Code of the State of California. 23.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 23.5 Workday — In the performance of this contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph 19.2 above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00) for each worker employed in the execution of this contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 23.6 Record of Wages: Inspection - Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each joumeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. Orange County Sanitation District 6 of 9 Specification No. S-2015-656BD RETURN TO AGENDA 24. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment fumished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 25. Goveming Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 28. Dispute Resolution 28.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attomev's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Orange County Sanitation District 7 of 9 Specification No. S-201S656BD 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 31. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 32. Damage to OCSD's Property Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontracting and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Agreement. 38. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 40. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Specification No. S-2015-656BD RETURN TO AGENDA 41, Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Chewning Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: EnviroSupply R Service, Inc. Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Chair Operations Committee Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2015-656BD OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 06/03/15 O6/24/15 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ANNUAL PROFESSIONAL DESIGN SERVICES AGREEMENTS FOR FACILITIES ENGINEERING PROJECTS, CONTRACT NO. FE15-00-XX GENERAL MANAGER'S RECOMMENDATION A. Approve annual Professional Design Services Agreements with Dudek; Lee & Ro, Inc.; GHD; AECOM; Hazen and Sawyer; RMC Water and Environment; Projectline Technical Services, Inc.; Tait & Associates, Inc.; Beyaz & Patel, Inc.; IDS Group, Inc.; Kleinfelder, Inc.; and RMS Engineering and Design, Inc. for professional engineering design and construction support services projects, Contract No. FE15-00-XX, commencing July 1, 2015 with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Design Services Agreement; and, B. Approve up to two additional one-year optional extensions. SUMMARY Orange County Sanitation District (Sanitation District) Ordinance No. OCSD-47 allows the Sanitation District to compile prequalified lists of firms for each professional discipline required to support engineering projects. Sanitation District Ordinance No. OCSD-47 also allows the Professional Design Services Agreement (PDSA) to be extended for up to two additional, one-year periods following the original term of one year. Sanitation District Ordinance No. OCSD-47 delegates authority to the General Manager and Director of Engineering to solicit proposals for professional design engineering services to support engineering projects through individual task orders up to $200,000. A Request for Qualifications (RFQ)was developed and publicly advertised, and a notice was sent to all of the firms listed in the Sanitation District's purchasing database. The Sanitation District received 20 Statements of Qualifications (SOQ). Staff recommends approval of PDSAs with the highest-ranked firms in each discipline to provide professional engineering design services, and construction support services on an as- needed basis through task order authorization for a period of one year, with up to two additional one-year optional extensions. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 of 3 ADDITIONAL INFORMATION The Sanitation District generally executes engineering projects in one of two distinct ways: through the large project Capital Improvement Program (CIP) or through the smaller project Facilities Engineering (FE) Program. FE projects differ from the CIP projects in that there is an alternate method designated in the Sanitation District's Ordinance No. OCSD-47 to procure engineering services if the cost of these design services is $200,000 or less. Based on this alternative process, 12 firms are recommended for prequalification to provide professional engineering design services for FE projects through a simplified proposal process. SOQ Evaluation The Sanitation District received SOQs from 20 firms. The SOQs were independently reviewed by an in-house evaluation committee of five staff members. SOQs were rated in categories including relevant project experience, staff qualifications, execution of work, and public works. The results of this rating process are shown in Table 1, below. Table 1 - Consultant Firm Scoring and Ranking Firm TOTAL RANKING POINTS PROCESS DUDEK 455 1 LEE& RO, INC. 449 2 GHD 445 3 AECOM 444 4 HAZEN AND SAWYER 395 5 RMC WATER AND ENVIRONMENT 343 6 TRAN CONSULTING ENGINEERS 336 7 EETS, INC. 284 8 DGA CONSULTANTS 278 9 QUANTUM CONSULTING, INC. 274 10 ALDEN 237 11 Q3, INC. 144 12 NON-PROCESS PROJECTLINE TECHNICAL SERVICES, INC. 395 1 TAIT&ASSOCIATES, INC. 393 2 STRUCTURAL BAYEZ& PATEL, INC. 439 1 IDS GROUP, INC. 406 2 KLEINFELDER, INC. 399 3 RMS ENGINEERING & DESIGN, INC. An 383 4 COFFMAN ENGINEERS, INC. 352 5 ENGINEERING ALIGNMENT SYSTEMS, INC. 330 6 Page 2 of 3 CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE This recommendation complies with authority levels of the Sanitation District's Ordinance No. OCSD-47. This item has been budgeted (FY2014-15 and 2015-16 Section 8, Pages 47 and 119), and the budget is sufficient for the recommended action. ATTACHMENT Draft Agreement RB:dm:gc Page 3 of 3 RETURN TO AGENDA PROFESSIONAL DESIGN SERVICES AGREEMENT This Agreement is made and entered into, to be effective this 1st day of July, 2015, by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "Sanitation District" AND CONSULTANT NAME hereinafter referred to as "Consultant" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the Sanitation District, by action on DATE approved the award of a Professional Design Services Agreement("Agreement"), Contract No. FE15-00-XX, to Consultant to provide services for selected projects on a Task Order basis, during Fiscal Year 2015-2016; and WHEREAS, the parties intend by this Agreement to set forth the general terms and conditions that will apply to any specific project for which Consultant is given a Task Order by the Sanitation District. NOW, THEREFORE, the Sanitation District and the Consultant mutually agree as follows: Section 1: Scope of Agreement The Sanitation District, at its sole discretion, may, from time to time during the term of this Agreement, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the Consultant, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, which includes the Consultant's Proposal, and the Task Order shall upon execution by the Sanitation District, be attached hereto and become an operative part of this Agreement. Should any conflict or inconsistency exist in the contract documents identified in this Section, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st)the terms of this Agreement and any amendments thereto; (2nd)the provisions of the RFTOP; (3rd)the provisions of any written Task Orders, which may be issued from time to time. Section 2: Task Orders. Issuance by Sanitation District The directive Task Order issued by the Sanitation District, shall specifically, or by reference to the RFTOP and corresponding Proposal, set forth the specific detailed terms of this Agreement that are to apply to the specific project for which the services will be rendered. Those terms, shall include, but not be limited to, time for performance and compensation. RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 1 CONTRACT NO. FE15-00-XX Section 3: Term This Agreement shall commence on the effective date of this Agreement, and terminate June 30, 2016, unless further extended by action of the Sanitation District's Board of Directors and Consultant. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the Consultant, and the terms and conditions of this Agreement shall continue in effect. Section 4: Compensation The total compensation, payable to the Consultant pursuant to this Agreement, shall not exceed four hundred thousand dollars ($400,000). The compensation includes, but is not limited to, fees for professional services (based on individual labor rates and sub-consultant fees), overhead, and profit. The specific amount of compensation payable to the Consultant for services rendered on an individual project, pursuant to a directive Task Order, shall be established for each Task Order and shall not exceed two hundred thousand dollars ($200,000) per Task Order unless authorized by the Sanitation District's Board of Directors. Consultant agrees and acknowledges that the execution of this Agreement does not in any way guarantee that a Task Order will be issued to Consultant. Moreover, execution of this Agreement shall not entitle Consultant to any form of payment or compensation from the Sanitation District without the Sanitation District first having issued a written Task Order. 4.1 Additional Work: For extra work not a part of this Agreement, a written authorization from the Sanitation District is required prior to the Consultant undertaking any extra work. 4.2 Rate Schedule: The services by the Consultant, pursuant to each project Task Order, shall be billed to the Sanitation District at the hourly rates for each class of employee to be used, set forth in an Exhibit, attached thereto and incorporated herein. 4.3 Method of Payment: The Consultant shall submit for approval by the Sanitation District, monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of completion. The Consultant's billings shall be certified for payment by the Sanitation District only after the Sanitation District has determined that the Consultant has completed each applicable project task. 4.4 Prevailing Wages: To the extent the Consultant's employees perform work during the design and preconstruction phases of a public works project, as more specifically defined under California Labor Code Section 1720, the Consultant shall be subject to prevailing wage requirements with respect to such employees. RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 2 CONTRACT NO. FE15.00.XX RETURN TO AGENDA 4.5 Record of Expenses: The Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available to the Sanitation District upon request. 4.6 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 payable under the Task Order, provided that the total compensation for the Task Order is not increased. Section 5: Independent Contractor It is agreed that the Consultant shall act and be an independent contractor and not an agent or employee of the Sanitation District, and shall obtain no rights to any benefits which accrue to the Sanitation District's employees. Section 6: Limitations Upon Subcontracting and Assignment The Consultant shall not contract with any other person or entity to perform the services required without the written approval of the Sanitation District. This Agreement may not be assigned voluntarily, or by operation of law, without the prior written approval of the Sanitation District. If the Consultant is permitted to subcontract any part of this Agreement by the Sanitation District, the Consultant shall be responsible to the Sanitation District for the acts and omissions of its subcontractor, as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the Sanitation District. All persons engaged in the work will be considered employees of the Consultant. The Sanitation District will deal directly with and will make all payments to the Consultant. Section 7: Changes to Scope of Work In the event of a change in the Scope of Work as requested by the Sanitation District, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. Section 8: Time of Essence Time is of the essence in the performance of this Agreement. Section 9: Compliance with the Law The Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government. Section 10: Conflicts of Interest The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with the Consultant. RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 3 CONTRACT NO. FE15-00-XX Section 11: Work Schedule The Consultant shall hold such conferences with representatives of the Sanitation District and take such action as may be necessary to obtain the necessary data upon which to develop and evaluate the needs of the Sanitation District. Section 12: Copies of Work Product Upon completion of the work required for each Task Order, the Consultant shall deliver to the Sanitation District the number of copies specified in the specific Task Order Scope of Work of the final report containing the Consultant's findings, conclusions, recommendations, and all supporting documentation and/or final design drawings and specifications. Each Task Order will define the requirements for the deliverables. Section 13: 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 the 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, attorney's 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, pertain to, or relate 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 either 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 RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 4 CONTRACT NO. FE15-00-XX RETURN TO AGENDA 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. Section 14: 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 Sanitation 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. Section 15: Insurance 15.1 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. 15.2 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) RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 5 CONTRACT NO. FE15-00-XX 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. 15.3 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. 15.4 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. 15.5 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 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. 15.6 Errors and Omissions/Professional Liability: Consultant shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 6 CONTRACT NO. FE15-00-XX RETURN TO AGENDA 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. 15.7 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. RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 7 CONTRACT NO. FE15-00-XX • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 15.8 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, and shall be received by the Sanitation District not less than thirty (30) days prior to the effective date of the changes) 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. 15.9 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. 15.10 Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. 15.11 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. 15.12 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. RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 8 CONTRACT NO. FE15-00-XX RETURN TO AGENDA 15.13 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. 15.14 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. 15.15 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. Section 16: 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. The Consultant shall be permitted to terminate this Agreement upon thirty (30) days of written notice to the Sanitation District only if the 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 17— Notices. Section 17: Notices All notices shall be personally delivered or mailed by first class mail to the below-listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: SANITATION ORANGE COUNTY SANITATION DISTRICT DISTRICT: Attention: Larry Roberson 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONSULTANT: CONSULTANT NAME Attention: Street Address City. State, and Zip Code RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 9 CONTRACT NO. FE15.00.XX Section 18: Attorney's Fees. Costs and Necessary Disbursements If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section 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. Section 20: 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. RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 10 CONTRACT NO. FE15-00-XX RETURN TO AGENDA IN WITNESS WHEREOF, this Agreement has been executed in the name of the Sanitation District by its officers thereunto duly authorized, and by the Consultant, as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Chair, Board of Directors By: Clerk of the Board By: Contracts, Purchasing and Materials Management Manager CONSULTANT By: By: Exhibits: Exhibit"A"—Hourly Rate Schedule Exhibit"B"—OCSD Safety Standards Exhibit"C"—Allowable Direct Costs RFQ-PROFESSIONAL DESIGN SERVICES AGREEMENT 11 CONTRACT NO. FE15-00-XX OPERATIONS COMMITTEE Meath,Dare TOBA.Of Dir. 06/03/15 O6/24/15 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert Thompson, Director of Engineering SUBJECT: OC WASTE AND RECYCLING WASTE DISPOSAL AGREEMENT, AMENDMENT NO. 1 GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 1 of the OC Waste and Recycling Waste Disposal Agreement, extending the initial term of the Agreement from June 30, 2020 to June 30, 2025. SUMMARY On April 2, 2015, OC Waste and Recycling (OCWR) sent the Orange County Sanitation District (OCSD) proposed amendments to the Waste Disposal Agreement (WDA) requesting OCSD Board to consider and approve. Since 2013, OCWR has been providing OCSD with a low-cost, in-county option to properly manage 100 wet tons of biosolids per day at the Prima Deshecha Landfill (Prima) located in the city of San Juan Capistrano. OCWR proposes a five-year extension of the WDA from June 30, 2020 to June 30, 2025. This extension will not affect OCSD's ability to haul biosolids in the short term to Prima where it is received and managed by OCWR. The proposed extension will benefit OCSD by continuing to utilize Prima for an additional five years as a low-cost, in- county option. There is no change in the per ton rate. PRIOR COMMITTEE/BOARD ACTIONS November 2012 - Approved a Waste Disposal Agreement with the County of Orange (Orange County Waste and Recycling) for the County to receive and dispose of the Orange County Sanitation District's biosolids at the Prima Deshecha Landfill, subject to available capacity, for the period commencing on December 1, 2012 through June 30, 2020, with a renewal option of 10-years in a total annual amount not to exceed $3,605,288 ADDITIONAL INFORMATION The disposal of solid waste at Orange County landfills is governed by a Waste Disposal Agreement in which cities and several wastewater agencies in Orange County have agreed to deposit their solid waste at OCWR's three landfill facilities in return for low and stable disposal rates. For most cities and agencies, the term of the current WDA began on July 1, 2010 and runs through June 30, 2020 with importation of waste from outside jurisdictions at OCWR landfills set to expire on June 30, 2016. Page 1 of 3 The solid waste revenues are utilized by OCWR to maintain the landfill system, preserve funds for landfill closure costs, address post-closure maintenance, and mitigate long-term risk and environmental liabilities. The residents in the cities benefit from additional services provided by OCWR including permanent household hazardous waste collection facilities; green waste acceptance at no charge to cities to assist with compliance with state recycling mandates; and support of city programs to meet state diversion requirements. It is recommended that OCSD approve the Amendment to the WDA to provide stable rates for residents and businesses, continue service levels, and ensure long-term capacity. Upon approval by OCSD and Orange County cities, the proposed Amendment will be considered by the Orange County Board of Supervisors at their earliest available meeting. CEQA OCSD approved the WDA on November 28, 2012. OCSD determined that the WDA was within the scope of OCSD's 1999 Strategic Plan Program Environmental Impact Report and the County of Orange's 2001 Prima Deshecha General Development Plan Program Environmental Impact Report. OCSD filed a Notice of Determination on November 29, 2012. The Amendment does not change the scope or nature of activities called for in the WDA. Under the Amendment, OCSD will continue to operate at its current rate and send the same amount of truck trips per day (4) of biosolids, using the same streets and freeways, to Prima Deshecha for processing as it does currently under the WDA. As a result, no further environmental review is required. (Public Resources Code § 21166; CEQA Guidelines § 15162). In the alternative, the Amendment is also exempt from CEQA pursuant to: (1) CEQA's Class 1 Existing Facilities Exemption (CEQA Guidelines § 15301); and (2) CEQA's "Common Sense" Exemption (CEQA Guidelines § 15061(b)(3)). The Class 1 exemption applies to the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private facilities involving negligible or no expansion of a use beyond the use existing at the time of the lead agency's CEQA determination. As explained, the Amendment calls for the continued operation of existing public facilities without any expansion of an existing use. The Amendment is therefore exempt from CEQA pursuant to CEQA Guidelines Section 15301. CEQA's "Common Sense" Exemption applies where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. (CEQA Guidelines § 15061(b)(3)). In order to determine whether a project will have a significant environmental effect, a lead agency must first define the baseline environmental conditions. The "project" for CEQA purposes consists of changes in the baseline conditions, if any, that the lead agency's action will cause. The baseline usually consists of the physical conditions that exist when the lead agency commences CEQA review. (CEQA Guidelines § 15125(a)). As explained, the Amendment does not call for any change to the existing environmental conditions. As a Page 2 of 3 result, it can be seen with certainty that there is no possibility that the Amendment may have a significant effect on the environment, and the Amendment is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3). BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted; (Line item: Section 5, Page 6). Project contingency funds will not be used for this Agreement. Date of ADDroval Contract Amount Contingency 11/28/12 $3,605,288 N/A ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package and attachments: Waste Disposal Agreement Amendment No. 1 JC:jb:gc Page 3 of 3 RETURN TO AGENDA AMENDMENT TO WASTE DISPOSAL AGREEMENT Between THE COUNTY OF ORANGE,CALIFORNIA and the ORANGE COUNTY SANITATION DISTRICT 2015 County Amendment Authorization Date: Orange County Sanitation District Amendment Authorization Date: 2015 June 24, 2015 County Notice Address: Orange County Sanitation District Notice Address Director 10844 Ellis Avenue OC Waste and Recycling Fountain Valley, CA 92708 300 N. Flower, Suite 400 Santa Ana,CA 92703 2015 Amendment to Waste Disposal Agreement RETURN TO AGENDA AMENDMENT TO WASTE DISPOSAL AGREEMENT THIS AMENDMENT TO WASTE DISPOSAL AGREEMENT(the "Amendment') is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the Orange County Sanitation District, a county sanitation district duly existing under the laws of the State of California(the"District'). RECITALS The County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste generated by the cities and the unincorporated area within the County (the "Disposal System"). The Disposal System includes three active landfills and four regional household hazardous waste collection centers. The Disposal System is used for the disposal of municipal solid waste which is not reused, recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste Management Act of 1989(Division 30 of the California Public Resources Code)(the"Act'). The County has entered into waste disposal agreements in 2009(the"Original Waste Disposal Agreements") with all of the cities in the County, as well as certain sanitary districts located in the County(the"Participating Cities"),pursuant to which the County agreed to provide disposal capacity for waste generated in or under the control of the Participating Cities, and the Participating Cities agreed to deliver or cause the delivery of waste generated in or under the control of the Participating Cities to the Disposal System,as more specifically set forth in,and subject to the terms and conditions of, the Original Waste Disposal Agreements. The District and County entered into a Waste Disposal Agreement dated January 8, 2013 ("2013 Waste Disposal Agreement") wherein the County agreed to receive and dispose of the District's biosolids at County landfills, subject to available capacity, through June 30, 2020, with a renewal option of 10-years at a base rate of 110% of the rate payable by Participating Cities under Original Waste Disposal Agreements, subject to CPI adjustments. The District has determined pursuant to Health & Safety Code Section 4742.1 that the execution of this Amendment by the District is in the best interest of the District and will serve the public health, safety and welfare by providing greater disposal rate stability, more predictable and reliable long-tens disposal service, and sound environmental management. The County has determined that the execution by the County of this Amendment will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan,manage, operate and finance improvements to the Disposal System on a more prudent and sound long term, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof. Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the District on the District Amendment Authorization Date indicated on the cover page hereof. 2015 Amendment to Waste Disposal Agreement RETURN TO AGENDA It is,therefore,agreed as follows: Section 1. AMENDMENT TO 2013 WASTE DISPOSAL AGREEMENT. (a) Section 6.1(A)and Section 6.1(B)of the 2013 Waste Disposal Agreement are deleted and replaced in their entirety with the following: "SECTION 6.1 EFFECTIVE DATE AND TERM. (A) Initial Term. This Agreement shall continue in full force and effect until June 30,2025,unless earlier terminated in accordance with its terms,in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof The District shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30,2022. If the parties do not renew this Agreement by June 30,2023,the Agreement shall expire on June 30,2025." (b) The first sentence of Section 6.1(C)of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the following: "In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(B),the parties shall,on or before June 30,2023,negotiate an applicable change in the Contract Rate for such renewal term" (c) All other terms and conditions of the Original Waste Disposal Agreement shall remain in full force and effect. Section 2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the parties to this Amendment represent and warrant that it is a political subdivision of the State of California validly existing under the Constitution and laws of the State and(if) it has duly authorized the execution and delivery of this Amendment, and has duly executed and delivered the Amendment. All other terms and conditions of the 2013 Waste Disposal Agreement not specifically changed by this Amendment, shall remain in full force and effect. 2015 Amendment to Waste Disposal Agreement RETURN TO AGENDA IN WITNESS WHEREOF,COUNTY and DISTRICT have caused this Amendment to be executed by their duly authorized officers or representatives as of the day and year first above written. COUNTY OF ORANGE Date By Director,OC Waste&Recycling Date By Board Chair Orange County Sanitation District Date By Clerk of the Board Orange County Sanitary District APPROVED AS TO FORM: COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA By Date 2015 Amendment to Waste Disposal Agreement OPERATIONS COMMITTEE Meath,Date TOBA.OrDIr. 06/03/15 O6/24/15 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ODOR CONTROL MASTER PLAN, PROJECT NO. SP-166 GENERAL MANAGER'S RECOMMENDATION A. Approve a budget increase of $300,000, which would increase the project total amount to $1,900,000 for the Odor Control Master Plan, Project No. SP-166; B. Approve a Professional Services Agreement with CH2M-Hill to provide Engineering Services for Odor Control Master Plan, Project No. SP-166, for an amount not to exceed $790,285; and C. Approve a contingency of$118,543 (15%) SUMMARY The Orange County Sanitation District (Sanitation District) Board of Directors (Board) approved a Five-Year Strategic Plan in November 2013, which identified the completion of the Odor Control Master Plan as a strategic goal for the Sanitation District. The last phase of the Odor Control Master Plan will validate existing or recommend new standards for Levels of Service (LOS) for odor control: evaluate the performance of existing odor control facilities, investigate odor control technologies targeting specific "most detectable' odorants, and ultimately recommend odor control strategies that would provide varying LOS for odor control and their associated costs. To accomplish this strategic goal, the project will be achieved in two phases: an odor monitoring investigation phase (already complete), and an odor modeling and a report-writing phase (recommended project). Phase I of the project has already been completed, which included the collection and analysis of foul air samples at both plants. Additional hard to detect odorant compounds were quantified in order to determine their importance compared to the conventionally obtained odorants, thus identifying the "most detectable" odorants in each process area at both plants. The Sanitation District has purchased two separate systems and a total of six a-noses to continuously track specific odor sources and their potential impact to the surrounding areas of both treatment plants. Phase II of this project will be accomplished with this proposed Agreement and will include the conducting of the odor modeling, the evaluation of available odor abatement technologies, and the preliminary design of odor control systems at each plant process area. The Odor Control Master Plan report will present the Board realistic cost estimates to achieve alternate LOS options for odors for its adoption. The Sanitation District published the draft scope of work for Phase II of this project for an industry review and received few comments. Page 1 of 4 The Sanitation District then advertised a Request for Proposals (RFP) and three proposals were received. The three proposals were evaluated and ranked. CH2M-Hill was selected as the most qualified firm. Staff recommends awarding a Professional Services Agreement (PSA)to CH2M-Hill for an amount not to exceed $790,285. PRIOR COMMITTEE/BOARD ACTIONS The Board has previously approved the following projects for SP-166 Phase I: • May 2013 — Awarded a contract with UCLA for the use of their laboratory facilities for a total amount not to exceed $134,618, and approved a contingency of $6,731 (5%). • May 2013 — Awarded a contract with ALS for the sampling and analysis of foul air for a total amount not to exceed $282,776, and approved a contingency of $14,139 (5%). • September 2013 — Awarded a contract with Kruger, Inc. for the purchase of two systems and six a-noses for a total amount not to exceed $450,000, and approved a contingency of $22,500 (5%). • May 2014 —Awarded a contract with MH3 Corp. to determine the "most detectable" odorants for a total amount not to exceed $99,500. ADDITIONAL INFORMATION Proiect Scope of Work: Phase II of the study has seven objectives to fulfill: (1) define the target concentrations of "most detectable" odorants at each plant process area; (2) sample and analyze different foul air scrubbing technologies and tabulate percent removal efficiencies of "most detectable" odorants with the technologies tested; (3) determine the concentrations at their source where the target concentration of odorants would meet the three levels of nuisance criteria at the Sanitation District's fence line that are the odor levels of service; (4) determine what foul air scrubbing technologies and/or strategies can achieve these alternative odor levels of service; (5) determine the cost associated with achieving these three alternative odor levels of service; (6) tabulate the findings associating levels of service with the cost to achieve it and the resulting receptor nuisance impact; and (7) prepare the Odor Control Master Plan document that among other things fulfills the Sanitation District's Five-Year Strategic Plan goals for odors. Request for Proposals: The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select the best qualified firm for architectural and engineering services, and to negotiate a fair and reasonable fee with that firm. An RFP which outlined the consultant's scope of work and criteria required for this project was advertised January 29, 2015 in the Orange County Register. Page 2 of 4 Furthermore, an email notification was sent to all engineering consultants registered in the categories of Architecture & Engineering, Design, Engineering, Planning, Professional Services and Consultants — Other, Engineering — Civil, Engineering — General, and Engineering — Mechanical, in the Sanitation District's vendor database. As a result, three proposals were received on March 12, 2015. A Staff Evaluation Committee consisting of five representatives from the Sanitation District's Operations, Compliance, Project Management, and Engineering Planning divisions reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District's Ordinance No. OCSD-44, Section 3.02. Two representatives from the Contracts Administration Division participated in the evaluation process as non- voting members. The proposals were evaluated according to the following three criteria: (1) project understanding and approach; (2) related project experience; and (3) project team and staff qualifications. After independently reviewing and scoring the proposals, the members of the Evaluation Committee met on March 24, 2015, and the three proposals were ranked according to the score achieved. No interviews were conducted since a clear top-ranked proposal was established based on the scores of the reviewers. CH2M-Hill was ranked highest by all five members of the Evaluation Committee based on the proposer's understanding of the details of the scope of work, the clear and effective approach that addresses all aspects of the project's goals, the assembly of very qualified team members, and the team's experience in similar projects. Based on the results of the ranking, the Evaluation Committee selected CH2M-Hill as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION RESULTS Evaluator MWH CH2M-Hill Webster-Carollo Reviewer A 3 1 2 Reviewer B 3 1 1 Reviewer C 3 1 2 Reviewer D 3 1 2 Reviewer E 3 1 2 Overall Ranking 3 1 2 Proposal Fee N/A $724,208 N/A Negotiated Fee N/A $790,285 N/A Review of Fee Proposal and Negotiation: Each proposal was accompanied by a sealed fee proposal estimate. The fee proposal estimate of only the highest-ranked firm was opened after the Evaluation Committee selected the highest ranking firm in accordance with the Sanitation District's Ordinance No. OCSD-44. Page 3 al Staff conducted negotiations with CH2M-Hill to clarify the requirements of the scope of work and their proposed work effort. CH2M-Hill's cost proposal did not include the following scope additions that would greatly improve the outcome of the project: 1. Include in the air dispersion modelling representative sub-hourly meteorological surface observations. Because meteorological conditions are short-lived and are ever-changing, the odor dispersion predictions would be greatly improved by applying this additional detail. 2. Include in the cost analysis the power demands to our existing or proposed electrical systems and provide as part of the analysis a space optimization for the proposed alternative odor control systems. 3. Add two additional workshops at critical mid-task times in order to inform staff of progress and to invite timely comments before important decisions are made. As a result of these negotiations, CH2M-Hill submitted a revised budget. Based on the above, staff determined the final cost proposal to be fair and reasonable for the scope of work and recommends awarding the PSA to CH2M-Hill for an amount not to exceed $790,285. CEQA This project is exempt from CEQA pursuant to CEQA Guidelines, Section 15262. A Notice of Exemption was filed on April 14, 2011. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2014-15 and FY 2015-16 (section 8, page 96) and the project budget is insufficient for the recommended action. These funds will be offset by reductions within the CIP budget. Date of ADDroval Contract Amount Contingency 06/03/15 $790,285 $118,543(15%) 05/07/14 $ 99,500 ( 0%) 09/16/13 $450,000 $ 22,500( 5%) 05/21/13 $282,776 $ 14,139( 5%) 05/21/13 $134,618 $ 6,731 ( 5%) ATTACHMENT The following attachment may be viewed online at the OCSD website (www.ocsd.coml with the complete agenda package. Draft Professional Services Agreement TV:sa:gc Page 4 of 4 RETURN TO AGENDA PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 24' day of June, 2015, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CH2M HILL Engineers, Inc. for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Odor Control Master Plan, Project No. SP-166, to provide professional services for the Odor Control Master Plan study. The purpose of this study is to define "most detectable" target odorants at each plant process area at both plants; sample and analyze different foul air scrubbing technologies and tabulate percent removal efficiencies of"most detectable" odorants with the technologies tested; determine at which concentrations at their source the final target concentration of odorants would meet the three levels of nuisance criteria at the fence line, hence the proposed three alternative odor level service; determine what air scrubbing technologies and/or strategies can achieve these three alternative levels of service; determine the cost associated with achieving these three alternative levels of service; and tabulate the findings associating level of service with the cost to achieve it and the resulting receptor nuisance impact.; 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 June 24, 2015 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-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 services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the PSA -1- SP-166 05/23/12 W841.r 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 standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that 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 CAD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: PSA -2- SP-166 05/23/12 W841.1 RETURN TO AGENDA A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Ninety Thousand, Two Hundred Eighty-Five Dollars ($790,285). 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. 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 PSA -3- SP-166 05/23/12 W841.1 CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htti)://www.gsa.gov/portal/category/l 04711#. 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 meeting schedules and the amount of time required for travel by the PSA 4- SP-166 05/23/12 W841.1 RETURN TO AGENDA CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. PSA -5- SP-166 05/23/12 W841.1 Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent(100%)of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by PSA -6- SP-166 05/23/12 W841.1 RETURN TO AGENDA getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class 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 PSA -7- SP-166 05/23/12 W841.r DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be 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 PSA -8- SP-166 05/23/12 W841.r RETURN TO AGENDA DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF"and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5)years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing 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 copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. If the Sanitation District does so require that Consultant provide such policies, information which Consultant believes to be a trade secret may be redacted unless the Sanitation District states a specific need for that information in connection with the Agreement. The following are approved forms that must be submitted as proof of coverage: PSA -9- SP-166 05/23/12 W841.1 • 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 Liability policies in paragraphs B, C and D 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 PSA -10- SP-166 05/23/12 W841.r RETURN TO AGENDA Liability policies in paragraphs B, C and D 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 in paragraphs B, C and D shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanl's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be PSA -11- SP-166 05/23/12 W841.1 done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANTS personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to PSA -12- SP-166 05/23/12 W841.1 RETURN TO AGENDA its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Chewning, Contracts Administrator Copy: Ted Vitko, Project Manager CONSULTANT: CH2M HILL Engineers, Inc. ATTN: Zeynep Erdal 6 Hutton Center Drive, Suite 700 Santa Ana, CA 92707 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees PSA -13- SP-166 05/23/12 W841.1 not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of PSA -14- SP-166 05/23/12 W84r.1 RETURN TO AGENDA 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 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCESURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and PSA -15- SP-166 05/23/12 W841.1 procedures including the Safety Manual, as applicable, all of which may be amended from time to time. 24. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT(regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 25. 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. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA -16- SP-166 05/23/12 W84r.1 RETURN TO AGENDA IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Clerk of the Board Date CH2M HILL Engineers, Inc. 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" — NOT USED Attachment"D" — Allowable Direct Costs Attachment"E" — Fee Proposal Form Attachment"F" — NOT USED Attachment"G" — Cost Matrix Attachment"H" — NOT USED Attachment"I" — NOT USED Attachment"J" — Minor Subconsultant Hourly Rate Schedule Attachment"K" — OCSD Safety Standards MC:ms PSA -17- SP-166 05/23/12 8W411 OPERATIONS COMMITTEE Meeflng Date To BA.of Dir. 0 OMS AGENDA REPORT Item Number Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: 1-405 WIDENING IMPACTS TO THE ORANGE COUNTY SANITATION DISTRICT'S PLANT NO. 1 FACILITIES GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will provide an overview of the potential impacts the upcoming 1-405 widening project may have on the Ellis Avenue entrance and Administration Building at Plant No. 1. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA The California Department of Transportation (Caltrans) prepared and finalized an Environmental Impact Report/Environmental Impact Statement (EIR/EIS) for the widening of the 1405. Any utility relocations and street improvements resulting from the said project which are not covered in the existing environmental document will need to be analyzed and documented in accordance with CEQA Guidelines by Caltrans. The project will impact the Orange County Sanitation District's existing front entrance Administration Building and parking. OCSD will be responsible for CEQA compliance associated with a new Administration Building. BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A RD:gc:sa Page 1 of 1 OPERATIONS COMMITTEE Meeting Date TOBA.of Dir. 06/03/15 O6/24/15 AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING, PROJECT NO. SP-194 GENERAL MANAGER'S RECOMMENDATION Establish a budget for Administrative Facilities Replacement at Plant No. 1, Project No. P1-128, in the amount of$168,000,000. SUMMARY In November 2013, the results of the Administrative Facilities Master Plan were presented to the Board of Directors. This Administrative Facilities Master Plan highlighted that the continued rehabilitation of the aging administrative facilities is not the most economical long-term solution, nor does it provide an efficient grouping of staff, many of which are spread across the treatment plant in temporary trailer offices. Creating an effective replacement strategy appears to be the most efficient and cost- effective, long-term strategy to manage the administrative facility assets. In June 2014, the Board of Director's authorized an Administrative Facilities Implementation Plan to be developed by HDR Architecture, Inc. (HDR) that would develop a more detailed plan and estimate for replacement of the Administration Building, Human Resources Building, Laboratory, Purchasing Building, Fleet Services Buildings, and multiple office trailers at Plant No. 1. The draft plan is complete. HDR created an Implementation Plan that considers the Orange County Sanitation District (Sanitation District) staffing structure, existing site, security limitations, public access, and logistical considerations. The completed plan provides building layouts and locations, along with some optional scenarios for potential lab building utilization that provides a project framework, budget, and schedule. The proposed project constructs a three story Administration Building, a two story Laboratory, a two story connection piece between the Administration Building and Laboratory, a Fleet Services Shop, and a fleet vehicles parking area as well as associated security improvements and site work. PRIOR COMMITTEE/BOARD ACTIONS June 2014 —Approved a Professional Design Services Agreement with HDR to provide engineering design services for Administrative Facilities Implementation Planning, Project No. SP-194, for an amount not to exceed $729,597. Page 1 of 3 November 2013 — Established a budget for Administrative Facilities Implementation Planning, Project No. SPA94. October 2013 — Staff presented an overview of the administrative facilities and their need for rehabilitation or replacement. June 2012 —Approved a Professional Services Agreement with The Austin Company to provide engineering services to prepare an Administrative Facilities Master Plan for the Title 24 Access Compliance and Building Rehabilitation Project, Project No. P1-115, for an amount not to exceed $175,000. ADDITIONAL INFORMATION Staff was directed to pursue an on-site building replacement strategy as a result of the Administrative Facilities Master Plan. The existing facilities are not code compliant and lack building permits with the City of Fountain Valley. The Administrative Facilities Master Plan, completed in January 2014, evaluated the repair versus replacement options for the existing buildings and trailers at Plant No. 1. The study estimated the repair of the existing facilities to be more expensive and more disruptive over the long term, and had significantly more risk due to the unknown conditions in the structures. The Sanitation District is obligated to bring these facilities up to code requirements by agreement with the City of Fountain Valley. In addition, the Orange County Transportation Authority (OCTA) has been working with staff on the 1405 widening project set to go to Design Build construction later this year. This OCTA project will change the front entrance to Plant No. 1 from the current location to a signalized entrance at Pacific Street adjacent to the east wall of the Administration Building. The current inventory of buildings is very reliant on trailers spread throughout the 100 acre site including the Risk Management trailers, Process Control Trailers, and Engineering Complexes A, B, E and F. More than 100 staff are spread across the site. The plan fits a new Administration and Laboratory Building in the existing site. The Auto Shop may need to be replaced to create enough space for the new buildings. The proposed project budget is designed to be sufficient to allow the flexibility to work through the design and construction process, and to provide the Board of Directors staffs best estimate of the entire cost of the Administrative Facilities. The implementation strategy may be done in steps over time. The table below summarizes the project cost basis: Page 2 of 3 Construction Costs Costs Administrative Building and Lab Offices $ 44,216,000* 120,600 Square Feet Laboratory $ 21,106,000* 34,100 Square Feet Fleet Services $ 4,050,000* 10,700 Square Feet Site Development $ 13,883,000* Escalation to Midpoint of Construction $ 26,194,000 32% Soft Costs Permitsffestin /Ins ection $ 8,756,000 8% Outside Services $ 27,512,000 16% OCSD Internal $ 10,397,000 10% Project Contingency $ 21,890,000 20% * Cost in 2015 Dollars CEQA The Administration Facilities Implementation Plan is statutorily exempt under CEQA Section 15262. This Planning work involved only feasibility or planning studies for possible future actions which the Board of Directors has not approved, adopted, or funded. CEQA work will commence for Administrative Facilities Replacement at Plant No. 1, Project P1-128 following the approval to establish this new project. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Funds for this new project, Administrative Facilities Replacement at Plant No. 1, Project P1-128, have been allocated in the Replacement, Refurbishment, and Rehabilitation line item. This item requires the establishment of an individual project line item budget in the amount of$168,000,000. ATTACHMENT N/A WS:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Meeting Date To ad.ofDir. 06/03,15 — AGENDA REPORT Item Number Item Number s — Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Operations and Maintenance Director SUBJECT: ENVIRONMENTAL LABORATORY& OCEAN MONITORING GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview on the Environmental Laboratory & Ocean Monitoring new and on-going programs. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Environmental Laboratory and Ocean Monitoring Division (Division 890)is composed of forty-one (41) positions and has an operating budget of $8,278,140. Division 890 supports several internal customers including Operations, Compliance, Source Control, OCSD's Research Technical Advisory Group and Capital Projects, in addition to performing as needed cooperative support for and studies with outside agencies such as the Orange County Water District (OCWD), the Southern California Coastal Water Research Project (SCCWRP) and the South Orange County Wastewater Agency (SOCWA). On an annual basis the Environmental Laboratory performs over 100,000 analyses, approximately 47% are in support of Operational monitoring and optimization, 34% are in support of Permit Compliance, 10.5% are in support of Source Control monitoring and investigations and 8.5% are in support of our Ocean Monitoring Program. All the while Division 890's budget expenditures have remained comparatively flat, increasing at a rate of 1.1% per year over the past five (5)fiscal years. Page 1 of 2 OCSD's Ocean Monitoring Program averages 74 vessel operation days per year. In the past year, our water quality program has collected samples at nearly 500 stations and collected 3,736 samples. Our sediment monitoring program collected at 97 stations and collected nearly 200 samples from the ocean floor for chemical and biological analyses, while our fish trawling program collected fish and invertebrates at 20 stations for analysis and comparison. All laboratory and ocean monitoring data are analyzed according to our NPDES permit and reported to the Santa Ana Regional Water Quality Board through monthly Discharge Monitoring Reports and Annual Ocean Monitoring Reports, in addition to in person up- dates and discussions at our semi-annual Regulatory Management Meetings. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date To BA.of Dlr. 06/03,15 -- AGENDA REPORT em number Item Numbe q Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY During the third quarter of FY 2014/15 Plant No. 1 had no odor complaints, Plant No. 2 had two odor complaints and the collections system had three odor complaints attributable to OCSD. A brief summary of the odor complaints with a table tracking the history is included as an attachment. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT The following attachment(s) are provided in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: Fiscal Year 2014/15 Third Quarter Odor Complaint Summary Page 1 of 1 Orange County Sanitation District Odor Complaint Report Fiscal Year 2014/15 — 31 Quarter 1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received no attributable odor complaints during the V quarter. 2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received two attributable odor complaints during this quarter. One odor complaint was described as a primary effluent odor and the other complaint was described as a chlorine related smell. Staff responded to each resident location but were unable to detect the described odors. Staff ensured process scrubbers were functioning within operating parameters and that no abnormal odor causing conditions existed within the treatment facility. Staff assessed all chlorine injection points and dose rates in an attempt to identify and eliminate any chlorine related odors. 3. Collection Facilities Odor Complaints—Third Quarter FY 2014/15 OCSD received three attributable odor complaints due to the collection system. Based on our current upstream sewage conditioning program, our goal for level of service is 34 or fewer complaints attributed to OCSD. 4. All Odor Complaints Tracking 3'°Qtr 2nd air 1 x Qtr Cumulative FY Jan.2015 to Mar.2015 FY FY FY 14/15 14/15 14115 14/15 All Public Complaints Collections P1 P2 Total Total Total Total Attributable to OCSD 3 0 2 5 18 16 39 Not Attributable to OCSD 2 2 2 6 6 11 23 Total Public Complaints 5 2 4 11 24 27 62 Received: ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control Plan LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District GOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency Glossary of Terms and Abbreviations SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Benthos— The community of organisms, such as sea stars, worms and shrimp, which live on, in, or near the seabed, also know as the benthic zone. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) —A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Glossary of Terms and Abbreviations Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (D!f) — the dilution at which the majority of the people detect the odor becomes the DrT for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Glossary of Terms and Abbreviations Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.