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HomeMy WebLinkAbout06-04-2014 Operations Committee Agenda Packet Orange County Sanitation District s.wiTATIou DUNCT Wednesday, June 4, 2014 Regular Meeting of the 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue J Fountain Valley, CA 92708 (714) 593-7130 1954-2a14 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 May 7, 2014, Operations Committee meeting. 2. Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Brown & Caldwell to provide construction support services for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, for an amount not to exceed $188,724; and B. Approve a contingency of$18,872 (10%). 3. Recommend to the Board of Directors to: A. Approve an Agreement with Corrpro Companies, Inc., for Corrosion Management Staffing Support Services, Specification CS-2014-600BD, for the period July 1, 2014 through June 30, 2015, for a total annual amount not to exceed $541,096, with four one-year renewable options; and 06/04/14 Operations Committee Agenda Page 1 of 3 B. Approve a contingency of$54,109.60 (10%). 4. Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, Bowcon Company Inc., for Repairs of Dewatering Building at P2, Project No. FR12-001, for a total amount not to exceed $175,280; and B. Approve a contingency of$35,000 (20%). 5. Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Plant No. 1 Primary Treatment, Contract No. P1-124 for an amount not to exceed $451,910; and B. Approve a contingency of$45,190 (10%). 6. Recommend to the Board of Directors to: A. Approve 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; and B. Approve a contingency of $72,960 (10%). 7. Recommend to the Board of Directors to: Approve out-of-country travel for two Orange County Sanitation District employees to witness factory testing of centrifuges in connection with Sludge Dewatering and Odor Control at Plant No. 1, Project P1-101, and all travel, lodging, and per diem costs in accordance with the Sanitation District's travel policy. INFORMATION ITEMS: 8. Collections System 9. Pretreatment Program and Industrial Permitting 06/04/14 Operations Committee Agenda Page 2 of 3 10. Review proposed Budgets for FY 2014-15 and 2015-16 DEPARTMENT HEAD REPORTS: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, July 2, 2014, 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 once at (714)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Mafia E.Ayala Clerk of the Board (714)593-7130 mavala(d)ocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Hemerg (714)593-7300 iherbem(Womd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli(/i),ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomoson0ocsd.cem Director of Facility Support Services Nick Arhontes (714)593-7210 narhontesaocsd.cem Director of Operations&Maintenance Ed Tortes 714 593-7080 etomes ocsd.com 06/04/14 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 7, 2014, at 5:05 p.m. at the District's Administrative Office. Vice Chair Murdock led the Flag Salute. A quorum was declared present, as follows: Operations Directors Present: Staff Present: John Nielsen, Chair Jim Herberg, General Manager Brett Murdock, Vice-Chair Bob Ghirelli, Assistant General Manager Keith Curry Rob Thompson, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Lucille Kring Services Michael Levitt Ed Torres, Director of Operations & Maintenance Steve Nagel Lorenzo Tyner, Director of Finance & Greg Sebourn Administrative Services David Shawver Jeff Reed, Director of Human Resources Fred Smith Kelly Lore, Secretary Pro Tern Constance Underhill (Alternate) Jennifer Cabral Troy Edgar, Board Chair Jim Colston Tom Beamish, Board Vice-Chair Mark Esquer Dean Fisher Norbert Gala Operations Directors Absent: At Garcia Kathy Millea Mike Puccio Others Present: Brad Hogin, General Counsel Bob Ooten (Alternate Director) PUBLIC COMMENTS: No public comments. REPORT OF COMMITTEE CHAIR: Committee Chair, John Nielsen did not provide a report. 05/07/2014 Opeations Committee Minutes Page 1 of 7 REPORT OF GENERAL MANAGER General Manager, Jim Herberg reminded the Committee of the State of the District Breakfast celebrating the District's 60th anniversary being held on May 21, 2014 from 8:30 a.m. — 10:30 a.m. at Mile Square Park. CONSENT CALENDAR: 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of April 2, 2014, Operations Committee meeting. AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None 3. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Terminate the agreement of May 1, 2007, between OCSD and SCCWRP, which provided use of OCSD laboratory facilities; and B. Direct the General Manager of OCSD to notify the Executive Director of SCCWRP of the decision to terminate this agreement effective three months from the date of the notice. AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None 05i07 14 Opeations Committee Minutes Page 2 of 7 4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve Change Order No. 2 to Purchase Order 104627-OB to Olin Chlor Alkali Products, for the Purchase of sodium hypochlorite, Specification No. C-2012-536 authorizing a unit price increase of $0.05 per gallon for a new total unit price of$0.489/gallon delivered, plus applicable sales tax, for the period beginning September 1, 2014 through August 31, 2015, and for all subsequent contract renewal periods; and B. Approve a 10% annual unit price contingency. AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Award a Contract to Polydyne Inc. for the purchase of Cationic Polymer, Specification No. C-2013-59113D, for a unit price of $2.425 per active pound delivered for Solution Polymer (WE-192) plus applicable sales tax, and $2.225 per active pound delivered for Mannich Polymer (C-331) plus applicable sales tax, and $2.929 per active pound delivered for Emulsion Polymer (WE-1233) plus applicable sales tax, and $2.643 per active pound delivered for Emulsion Polymer (WE-1328) plus applicable sales tax, for a total estimated amount of $1,650,100 for the period July 1, 2014 through June 30, 2015, with four one-year renewal options; and B. Approve a 10% annual unit price contingency. AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None 05/07/14 Operations CommRtee Minutes Page 3 of 7 6. MOVED, SECONDED, and DULY CARRIED: Approve sole sourcing with MH3 Corporation to qualify and quantify certain odorants to complete the Odor Control Master Plan's characterization work, for a total amount not to exceed $99,500. AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None 2. ITEM PULLED AND HEARD SEPARATELY Director Shawver requested additional information regarding this item. Director of Engineering, Rob Thompson gave a brief presentation and answered questions from the Committee regarding the benefits of this service. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Approve a three-year Memorandum of Understanding with California State University, Fullerton Auxiliary Services Corporation for Operation of the Center for Demographic Research, for the period July 1, 2014 through June 30, 2017, for a total amount not to exceed $239,344. AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None 05i07 14 Opeations Committee Minutes Page 4 of 7 NON-CONSENT: Rob Thompson, Director of Engineering, gave a brief presentation of the item. 7. MOVED, SECONDED AND DULY CARRIED: Recommend to the Board of Directors to: A. Approve Amendment No. 6 to the Professional Design Services Agreement with TetraTech, Inc., providing for additional engineering services for Gisler-Redhill System Improvements, Reach B, Contract No. 7-37, for an additional amount of$416,000 increasing the total amount not to exceed $1,475,479; and B. Approve a contingency increase for an additional amount of$73,774 (5%). AYES: Edgar, Beamish, Curry, Kring, Levitt, Murdock, Nagel, Nielsen, Seboum, Shawver, F. Smith and Underhill (Alternate) NOES: None ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: 8. Warehousing of Critical Programmable Logic Controllers Director of Operations & Maintenance, Ed Torres provided a short presentation regarding this item. He stated that these critical devices are used throughout the facilities to control and monitor treatment systems, pumps, valves etc. The manufacturer announced an end of life date for the units and therefore OCSD must purchase and warehouse 20 controllers until an alternative can be found. 9. Post March 28, 2014 Earthquake Activities: Director of Finance and Administrative Services, Lorenzo Tyner reported on the District's Incident Command System (ICS); the principles and goals of the Integrated Emergency Response Plan (IERP) and earthquake response activities, including collection and operations inspections. He further went over the steps for inspection and stated that staff is finalizing a post-earthquake response checklist. 05/07/14 Opeations Committee Minutes Page 5 of 7 10. Reserves, Investments and Financial Management Policies Mr. Tyner presented an informational PowerPoint Presentation regarding: four major categories of revenues; user fees; debt issuances; operating contingency fees; seven major criteria for reserves and funds management. He stated that two RFP's would soon be released to select an Investment Advisor and an Investment Manager. Once selected, the Investment Advisor will assist the District in the selection of the Investment Manager. He clarified that the Advisor and the Manager could not be the same firm. 11. Quarterly Odor Complaint Report Ed Torres gave a brief update on the odor complaints during the third quarter of FY 2013/14, reporting that Plant No. 1 had no complaints and Plant No. 2 had only six complaints. Mr. Torres answered questions from the Committee on the cost of odor control. He was referred back to Item 6, to which Mr. Torres reported that the item refers to a contract to qualify and quantify certain specific odorants, not the cost to control the odor itself. DEPARTMENT HEAD REPORT: Director of Engineering, Rob Thompson reported that Dean Fisher has been transferred laterally from the Project Management Office to Engineering Construction. He also introduced Kathy Millea and Mike Puccio who have been promoted to Engineering Managers. He also reported that sewage was introduced into the SARI line; testing remains to be completed. He notified the Committee that an item would be presented at the next Board meeting regarding modifications that are needed in the new Activated Sludge Facility 2 (AS2) at Plant No. 1 as part Secondary Treatment Expansion Project at Plant No. 1, Project P1- 102. Mr. Tyner reported on four recent violations received from OSHA in regards to two incidents and stated that OCSD is appealing the citations. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Chair Edgar commended Dean Fisher and congratulated and the new Engineering Managers. Director Shawver thanked OCSD for the public outreach efforts at the City of Stanton's recent event. 05/07/14 Operations CommRtee Minutes Page 6 of 7 ADJOURNMENT At 5:53 p.m., Committee Chair Nielsen declared the meeting adjourned to the next scheduled meeting of Wednesday, June 4, 2014 at 5:00 p.m. Submitted by, Kelly A. Lore, Secretary Pro Tem 05/07/14 Operations CommRtee Minutes Page 7 of 7 OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr. 06/04/14 O6/25/14 AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SANTA ANA TRUNK SEWER REHABILITATION, PROJECT NO. 1-17 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Brown & Caldwell to provide construction support services for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, for an amount not to exceed $188,724; and B. Approve a contingency of$18,872 (10%). SUMMARY The purpose of this project is to rehabilitate the Santa Ana Truck Sewer located in the Cities of Santa Ana and Costa Mesa. Brown & Caldwell has satisfactorily furnished engineering services for the design of Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, and their engineering support services during construction will provide continuity through the completion of the project. The proposed engineering services during construction will be provided on an as- needed basis and will include reviewing submittals, responding to Contractor's requests for information, reviewing and preparing design changes, preparing record drawings, and assisting in the closeout of the project. Staff negotiated with Brown & Caldwell for these support services in accordance with the Orange County Sanitation District's (Sanitation District) adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort for preparing record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends awarding a Professional Consultant Services Agreement with Brown & Caldwell for an amount not to exceed $188,724, and approving a contingency of$18,872 (10%). PRIOR COMMITTEE/BOARD ACTIONS November 2012 — Approved a Professional Design Services Agreement with Brown & Caldwell for engineering design services for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, for an amount not to exceed $457,475, and approved a contingency of $45,747 (10%). Page 1 of 2 June 2012 - Authorized staff to enter into negotiations with Brown & Caldwell for the Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, providing for engineering design services. July 2010 - Approved a Professional Design Services Agreement with Brown & Caldwell for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17, providing for engineering design services for an amount not to exceed $801,850 and approved a contingency of $80,185 (10%). ADDITIONAL INFORMATION N/A CEQA Santa Ana Truck Sewer Rehabilitation, Project No. 1-17, is within the scope of the Program Environmental Impact Report (PEIR) for the Collection System Improvement Plan, SCH# 2006101018, certified in June 2007. Pursuant to CEQA Guidelines section 15168(c)(4), the Sanitation District prepared an addendum to the PEIR to cover sections that needed further analyzes; air quality and greenhouse gas emissions which was not included in the original PER. After reviewing the facts and analyzing the circumstances, staff has determined that these issue areas are of no substantial changes since the certification of the Final PEIR for the Collection System Improvement Plan. The Board adopted Addendum No. 2 to the Collections PEIR for project 5-60 on March 26, 2014. BUDGET/PURCHASING ORDINANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2013-14 Update, Page A-7, Item 2) and the budget is sufficient for the recommended action. Date of Aooroval Contract Amount Contingency 06/25/14 $188,724 $18,782 (10%) ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Consultant Services Agreement RT:MD:dm:gc Page 2 of 2 Return to Mends Report PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 25d' day of June, 2014 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BROWN AND CALDWELL, for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Santa Ana Trunk Sewer Rehabilitation, Project No. 1-17; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on June 25, 2014, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall perform its work in accordance with engineering standards in effect for clarity, uniformity, and completeness. PCSA PROJECT NO. 1-17 Revised 04M14 SANTA ANA TRUNK SEWER REHABILITATION Page 1 of 17 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third parry without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed One Hundred Eighty Eight Thousand Seven Hundred Twenty Four Dollars ($188,724). 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'B"- Fee Proposal Form and Labor Hour/Cost Matrix, and Attachment"C"—Subconsultant 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 PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 2 of 17 Return b Mends Report 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"B"- Fee Proposal Form and Labor Hour/Cost Matrix, and Attachment"C"—Subconsultant 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"B"- Fee Proposal Form and Labor Hour/Cost Matrix, and Attachment"C"—Subconsultant Proposal. E. Subconsultants For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"C"—Subconsultant 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"B" - Fee Proposal Form and Labor Hour/Cost Matrix, and Attachment"C"—Subconsultant 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 PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 3 of 17 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. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 4 of 17 Return to Mends Report payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in staled amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 5 of 17 used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; ore) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class 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 PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 6 of 17 Return to Mends Report decreased below'B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty(20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. III. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of 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 Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) 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. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 7 of 17 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 8 of 17 Return to Mends Report and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, 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. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 9 of 17 K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies, except for Errors & Omissions/Professional Liability, shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. Nothing in this section, however, requires CONSULTANT in the absence of litigation to reveals its Errors& Omissions/Professional Liability limits beyond that required above. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 10 of 17 Return b Mends Report project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, 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. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 11 of 17 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Martin A. Dix, Project Manager Notices shall be mailed to CONSULTANT at: Brown and Caldwell 18200 Von Karmen Avenue Suite 400 Irvine, CA 92612 Attention: Melissa Ingalsbe, PE, PIMP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 12 of 17 Return to Mends Report 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 13 of 17 services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 14 of 17 Return to Mends Report 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. 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. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 15 of 17 CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 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. PCSA PROJECT NO. 1-17 Revised 042214 SANTA ANA TRUNK SEWER REHABILITATION Page 16 of 17 Return to Mends Report IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: BROWN AND CALDWELL By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Revised Scope of Work Attachment'B"—Fee Proposal Form and Labor Hour/Cost Matrix Attachment"C"—Subconsultant Proposal Attachment"D"—Allowable Direct Costs SLS:yp EDMS:003989108 PCSA PROJECT NO. 1-17 Revised 04M14 SANTA ANA TRUNK SEWER REHABILITATION Page 17 of 17 OPERATIONS COMMITTEE Meeting pate To BA.of M. 06,09/19 O6/26/14 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: AWARD OF CORROSION MANAGEMENT STAFFING SUPPORT SERVICES SPECIFICATION NO. CS-2014-60OBD GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Corrpro Companies, Inc. for Corrosion Management Staffing Support Services, Specification CS-2014-60013D, for the period of July 1, 2014 through June 30, 2015, for a total annual amount not to exceed $541,096, with four one-year renewable options; and B. Approve a contingency of $54,110 (10%). SUMMARY The Orange County Sanitation District (Sanitation District) uses outside consultants to support the Corrosion Management Program on Capital Improvement and Maintenance projects during the planning, design, and construction of facilities both inside the plants and in the collection system. Corrosion Management support includes identifying corrosion risks, performing condition assessments, and preparing evaluations and reports. The current Professional Consultant Services Agreement expires on June 30, 2014 and staff conducted a Request for Proposals in March 2014. The Sanitation District received two proposals, however, one was deemed nonresponsive. Staff recommends awarding a Professional Consultant Services Agreement to Corrpro Companies, Inc., for an amount not to exceed $541,096, with four one-year renewable options. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The objective of Corrosion Management Program is to implement and maintain a comprehensive program to manage corrosion of the Sanitation District's assets. Implementing and maintaining a comprehensive Corrosion Management program includes identifying corrosion risks, performing condition assessments, developing alternative evaluations, and creating support documents to implement the preferred alternative. The ultimate goal of Corrosion Management is life extension and to reduce life-cycle costs for the Sanitation District's assets, while maintaining an acceptable level of service. Page 1 of 2 The Sanitation District solicited proposals for this work utilizing online bidding in April 2014. Twelve vendors were notified directly and an additional nine vendors downloaded the bid documents from the online bidding billboard. The Sanitation District received two proposals from Corrpro Companies, Inc., and Trident Environmental and Engineering, Inc. A five-member staff panel reviewed, evaluated, and ranked the proposals based upon the following categories: qualifications of the firm, staffing and project organization, and cost. Staff reviewed and ranked the proposals on April 30, 2014. The proposal from Trident Environmental and Engineering, Inc. was deemed non-responsive. The proposal from Corrpro Companies, Inc. was deemed responsive and responsible, and the cost proposal to be fair and reasonable. Staff recommends awarding a Professional Consultant Services Agreement to Corrpro Companies, Inc. for an amount not to exceed $541,096, with four one-year renewable options. 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 under Corrosion Management, SP-68-1. (FY2012-13-2013-14-Line item: Section 8, Page 85). Project contingency funds will not be used for this agreement. Date of Approval Contract Amount Contincencv 06/25/14 $541,096 $54,110 (10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: Draft PCSA Agreement DK:sa:gc Page 2 of 2 Return to Mende Report PROFESSIONAL CONSULTANT SERVICES AGREEMENT Corrosion Management Staffing Support Services Specification No. CS-2014-60OBD THIS AGREEMENT is made and entered into as of [the date fully executed below] by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and with a principal business at (hereinafter referred to as "CONSULTANT")collectively referred to as the"Parties". WITNESSETH WHEREAS, based on CONSULTANT's expertise and expe I ce, OCSD wishes to temporarily engage CONSULTANT to provide staffing sup ort selves for 4saiis ("Services") as described in Exhibit"A"; an 14 WHEREAS, OCSD's General Manager has determ d the outsourcithe best interest of OCSD; and WHEREAS, Service Provider 7n�d its proposal, dated ; aWHEREAS, on the Board of Directors of er, authorized execution of this Agreement between OCSD and CONSULTANT; and WHEREAS, OCSD has chosen CONSULTANT to conducrWices in accordance with Ordinance No. OCSD-44; and f NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, t Paris mutually agree_as follows: 1. Introduction � WW 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and CONSULTANT. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work. 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" Scope of Work Exhibit"B" Exhibit"C" Exhibit"D" 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. Orange County Sanitation District 1 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT-DO NOT SUBMIT Return to Aaenda Report 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any Paragraph or provision hereof. 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. Work days and hours shall be as identified in the Scope of Work, Exhibit" 11, 1.7 CONSULTANT shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided [below or in Exhibit" "j. 1.8 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by CONSULTANT as a result of work performed in anticipation of purchases of said services by OCSD. 0 2. Scone of Work Subject to the terms of this Agreement, CONSULTANT shall perform the Services identified in [Exhibit"A" and . CONSULTANT warrants that all of its Services shall be performed in a competent, professional and satisfactory Tanner. 3. Modifications to Scone of Work �equests 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. A review of the time required for the modification will be made by OCSD and CONSULTANT and the Agreement period adjusted accordingly. r 4. Compensation'Compensation to be paid D to CONSULTANT for the Services provided under this Agreement shall be tal a t�O exceed f 1 ($[ 1.00). 5. Payment and Invoicing 5.1 CONSULTANT shall be paid thl OCSD upon approval of invoices by OCSD Project Manager, or his designee, for Services rendered as outlined in OCSD, at its sole discretion, shall be the determining party as to whether the Servi v een satisfactorily completed. 5.2 Invoices shall be emailed by CONSULTANT to OCSD Accounts Payable at APStaff(a)OCSD.com and the Purchase Order number and shall be referenced in the subject line. 6. Audit Rights CONSULTANT agrees that, during the term of this Agreement 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 CONSULTANT relating to the invoices submitted by CONSULTANT pursuant to this Agreement. 7. Commencement and Term The Services to be provided by CONSULTANT under this Agreement shall commence on the date of the Notice to Proceed (Effective Date), and shall continue through 6. Renewals 8.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year periods based upon the criteria set forth in the specifications, Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason K it elects not to renew. Orange County Sanitation District 2 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT-DO NOT SUBMIT Return to Aaenda Report 8.2 Renewal may be made through the OCSD Purchase Order Process. 9. Extensions The Tenn of this Agreement may be extended only by written instrument signed by both Parties. 10. Performance Time is of the essence in the performance of the provisions hereof. 11. Termination 11.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, CONSULTANT shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay CONSULTANT for work performed (cost and fee) to the date of termination. CONSULTANT expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim ereunder to CONSULTANT other than for work performed date of termination. ` 11.2 OCSD reserves he rigWinate this Agreement immedidetermination hat CONSULTANmeeting specification requirements, if the level of service is inadequate, orr another default of this Agreement. 11.3 OCSD may also immediately cancel for def It of this Agreement in whole or in part by written notice to CONSULTANT: • if CONSULTANT becomes ms�t or file*ition under the Bankruptcy Act; or • if CONSULTANT sells its business; or • if CONSULTANT breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 11.4 All OCSD property in the possession or control of CONSULTANT shall be returned by CONSULTANT to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 12. Indemnification and Hold Harmless Provision Service Provider shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Service Provider's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Service Provider's performance under the Agreement, 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 Agreement, and/or(c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Service Provider of or anyone employed by or working under Service Provider. To the maximum extent permitted by law, Service Provider's duty to Orange County Sanitation District 3 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT-DO NOT SUBMIT Return to Aaende Report 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. Service Provider agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 13. Insurance CONSULTANT and all subcontractors shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit" '. CONSULTANT shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall CONSULTANT allow any subcontractor to commence service pursuant to a subcontract until all insuranc required of the subcontractor has been obtained. Failure to maintain required insurar� coverage shall result in terminatiV of this Agreement. 14. Confidentiality and Non-Disclosure 14.1 CONSULTANT acknowledges that in performing the Services hereunder, OCSD may have to disclose to CONSULTANT orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 14.2 CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 14.3 CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technoWgy, or material developed or obtained by CONSULTANT during the term of this Agreement. 14.4 CONSULTANT agrees as follows: • To use the Confidential4formation only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use by anyone not a party to this Agreement; and to not use the Confidential Information to benefit itself or others. • To restrict access to the Confidential Information to its CONSULTANT or personnel of CONSULTANT who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all Confidential Information in CONSULTANT's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 14.5 The provisions of this Section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 15. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Service Provider, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of the Project Orange County Sanitation District 4 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT—DO NOT SUBMIT Return to Mende Report Manager or upon the termination of this Agreement, and Service Provider shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Service Provider will be at OCSD's sole risk and without liability to Service Provider. Service Provider shall ensure that all its subcontractors shall provide for assignment to OCSD of any documents or materials prepared by them. 16. Ownership of Intellectual Property 16.1 CONSULTANT agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sol and exclusive property. �- 16.2 CONSULTANT agrees to promptly disclose to O SD all such New Developments. Upon OCSD's request, CONSULTANT agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments,�ncluding the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. CONSULTANT agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and Confidential Information. 4 16.3 CONSULTANT warrants that CONSULTANT has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. MW 16.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by CONSULTANT or its subcontractors in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 17. No Solicitation of Employees Or Subcontractors 17.1 CONSULTANT agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees or subcontractors about whom CONSULTANT became aware as a result of CONSULTANT's Services to OCSD. 17.2 CONSULTANT acknowledges that OCSD's employees are critical to its business. CONSULTANT agrees not to employ or otherwise engage OCSD's employees or subcontractors during the term of this Agreement and for a period of one (1) year following termination of this Agreement. Should CONSULTANT violate this provision, CONSULTANT will pay OCSD fifty percent (50%) of the former employee's annual salary which payment is in addition to OCSD's rights and remedies. 16. Independent Contractor Canacity 18.1 The relationship of CONSULTANT to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. Orange County Sanitation District 5 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT-DO NOT SUBMIT Return to Aaenda Report 18.2 CONSULTANT shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for CONSULTANT's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for CONSULTANT. 18.3 CONSULTANT shall not be considered an agent of OCSD for any purpose whatsoever, nor shall CONSULTANT have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. CONSULTANT shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 18.4 CONSULTANT shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. CON�TANT shall be responsible for providing, at CONSULTANT's expense, disability, worker's pensation or other insurance well as licenses and permits usual or necessary for conducting the Services hereunder. 18.5 CONSULTANT shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. CONSULTANT hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of CONSULTANT's breach of this provision. 18.6 CONSULTANT shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. CONSULTANT shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified CONSULTANT for tax purposes. 1� 19. Licenses. Permits CONSULTANT represents �a warrants to OCSD that it has obtained all licenses, permits, qualification and approv 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 Agreement will be paid by CONSULTANT. 20. CONSULTANT's Representations In the performance of duties under this Agreement, CONSULTANT shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. CONSULTANT agrees to comply with all applicable Federal, State and local laws and regulations. 21. Familiarity with Work By executing this Agreement, CONSULTANT 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 Agreement. Should CONSULTANT 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 CONSULTANT's risk, until written instructions are received from OCSD. 22. Nonexclusive Agreement This Agreement is not exclusive to CONSULTANT. OCSD reserves the right to enter into similar or like agreements with other companies. 23. Right to Review Services. Facilities. and Records 23.1 OCSD reserves the right to review any portion of the Services performed by CONSULTANT under this Agreement, and CONSULTANT agrees to cooperate to the fullest extent possible. Orange County Sanitation District 6 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT-DO NOT SUBMIT Return to Aaende Rom 23.2 CONSULTANT shall furnish to OCSD such reports, statistical data, and other information pertaining to CONSULTANT's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 23.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by CONSULTANT shall not relieve CONSULTANT of any obligation set forth herein. 24. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Forc Majeure condition may be rescheduled by mutual consent or may be eliminated fro Agreement. J 25. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subs4tion or provision to persons or circumstances o4&than those to which it is held invalid, shall not beaffected thereby, unless the effect idit s e t�substantially frustrate the expectations ations of the Parties. 26. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by CONSULTANT 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 CONSULTANT fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Agreement; (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 CONSULTANT. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from CONSULTANT as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 26. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 29. Attornev'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 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Agreement, 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 Orange County Sanitation District 7 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT-DO NOT SUBMIT Return to Aaende Report 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. 30.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two 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 Mks such investigation as deemed appropriate and shall render a written decision on the matWn 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. 31. Damage to OCSD's Property Any OCSD property damaged by CONSULTANT will be subject to reps or replacement by CONSULTANT at no cost to OCSD. $- 32. OCSD Safety and Human Resources Policies OCSD requires all contraictors and consultants 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 CONSULTANT is required to follow the most stringent regulatory requirement at no cost to OCSD. CONSULTANT and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies found at: OCSD.com, "Doc Central" ntral" (bottom of page), under"Safety'. 33. Freight (F.O.B. Destination) CONSULTANT assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 34. Assignments CONSULTANT shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 35. Conflict of Interest and Reporting 35.1 CONSULTANT shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 35.2 CONSULTANT affirms that to the best of its knowledge there exists no actual or potential conflict between CONSULTANT's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result Of such change. 36. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and CONSULTANT. Orange County Sanitation District 8 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT—DO NOT SUBMIT Return to Aaenda Report 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Service Provider, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Service Provider or to its successor, or for breach of any obligation fo the terms of this Agreement. X Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 39. Read and Understood By signing this Agreement, CONSULTANT represents that he has read and understood the terms and conditions of the Agreement. 40. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and a!l!lpontemporaneous oral agreements, understanding and negotiations between the Parties v4ilrlasipect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. CS-2014-60OBD DRAFT AGREEMENT—DO NOT SUBMIT Return to Aaende Report 41. Notices All notices under this Agreement 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. Any facsimile notice must be followed within three (3) days by written notice. 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 thenotice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange Coun Sanitation District 10844 Elli ue Foun CA 92708-7018 CONSULTANT: 0 1 Each party shall provide the other party written notice of any change in addre s as soon as practicable. , IN WITNESS WHEREOF, the Parties hereto have hereunto stir hands the day and year indicated below. ORANGE COUNTY SANITATION DISTRICT Dated: Chair Board of Directors Dta: 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 10 of 10 Specification No. CS-2014-60ORD DRAFT AGREEMENT—DO NOT SUBMIT OPERATIONS COMMITTEE Meeting Date TOBd.of Dll. 06/04/14 O6/25/14 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: REPAIRS OF DEWATERING BUILDING AT P2, PROJECT NO. FR12-001 GENERAL MANAGER'S RECOMMENDATION A. Award a contract to the lowest responsive and responsible bidder, Bowcon Company Inc., for Repairs of Dewatering Building at P2, Project No. FR12-001, for a total amount not to exceed $175,280; and B. Approve a contingency of$35,000 (20%). SUMMARY This project performs several structural repairs to extend the life of the 33 year old Dewatering Building at P2 until the facility can be replaced. The work also includes replacement of biosolids belt filter press platform base plates and anchor bolts. It also replaces and/or repairs other corroded steel elements. We advertised for bids on March 6, 2014. Seven sealed bids were received on April 21, 2014. The bids were evaluated in accordance with our policies and procedures. Bowcon Company Inc. was deemed the lowest responsive, responsible bidder. The estimated duration of this project is 150 calendar days. A 20% contingency is being proposed due to unforeseen conditions such as additional deteriorated concrete and steel that may be discovered during demolition. Summary information on the bid opening for Repairs of Dewatering Building at P2, Project No. FR12-001 is as follows: Engineer's Estimate $370,000.00 Bidder Amount of Bid Bowcon Company Inc. $175,280.00 ODC Engineering and Technology $182,700.00 O'Connell Engineering and Construction Inc. $220,000.00 Kaveh Engineering and Construction Inc. $274,870.00 Tharsos Inc. $279,403.00 Mode Engineering $395,000.00 Green Building Corporation $398,000.00 Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A report prepared by maintenance staff from the O&M Department on February 6, 2012 provided a detailed assessment of the condition of existing deteriorated concrete, corroded steel, and aluminum structural members at the facility. After added detailed inspection, deteriorated concrete was found in numerous additional locations. In some areas the concrete is failed and pieces have fallen off, exposing steel reinforcing bars to corrosion. If allowed to continue, this could result in structural weakening of the building. In other locations, the aluminum catwalk supports along the north interior side of the building are severely corroded which could affect use of the catwalks for required maintenance of the equipment. CEQA A Notice of Exemption has been filed for this work on March 14, 2014. This project is categorically exempt from CEQA under section 15302 (c) — replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the OCSD's Purchasing Ordinance (Ordinance Article 7, Section 7.01B). This repair will be funded through the Small Capital Replacement /Rehabilitation Project SP-34 (Budget Update Fiscal Year 2012- 2013 and 2013-2014 Misc. & Support Projects; Section 8 — Page 111). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34 budget is adequate to cover this project. Date of Approval Contract Amount Contingency 06/25/14 $175,280 $35,000 ATTACHMENT The following attachment(s)may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package and attachments: Draft Service Agreement (7 pages) ME:JF:eh Page 2 or 2 Return to Mende Report SERVICE CONTRACT Repairs of Dewatering Building at P2 Project No. FR12-001 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 Comoanv Name with a Principal business at address _ (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of tractor to make *minutr, Dewatering building at OCSD Plant Number 2 "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance No. OCSD-44; and WHEREAS, on , the Board of Directors of OCSD, by � authorized execution of this Agreement between OCSD and Consultant; and WHEREAS, Contractor is qualified by virtue ofiAxperience, trainincAd education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and ritual 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 EA". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit "A" Scope of Work Exhibit"B" Exhibit"C" Exhibit"D" 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. 1.5 The various headings in this Contract are inserted for convenience only and shall not Orange County Sanitation District 1 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT 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 The term "hours", when used in this Contract, shall be as defined in Exhibit" 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge hevond 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 and 00/00 Dollars ($ ). 3. Payments Payments shall be made upon approval by OCSD Project Manager, John Falkenstein or his designee, of invoices submitted monthly for Services completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. -�� 4. Invoices `, 4.1 OCSD shall pay witf>'30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(@OCSD.com and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager, !Phn Falkenstein and FR10-018. 5. 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. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and ( ). Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 6. Contract Term The Services provided under this Contract shall be completed within 150 days from the date of notice to proceed. 9. Termination 9.1 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 Orange County Sanitation District 2 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 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. 9.2 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. 9.3 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 Controor • if total amount of compensation exceeds the amount authorized under this Contract. 9.4 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. 10. 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 " "). 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 coveliage shall result in termination of this Contract. 11. Bonds a 11.1 Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 12. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall Orange County Sanitation District 3 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to bed ded are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees wprovide this defense immediately, upon written notice from OCSD, and th well qualified, adequately insured, and experienced legal r_.rnmsal gr_.rv.mnhle to Or-CML 13. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all 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. Warranties 14.1 In addition to the Warranties stated in Exhibit , the following shall apply: 14.1.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 14.1.2 Contractor's warranty: If, within the 12-month period following completion of its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies)at Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 16. Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 17. Frefoht(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. Orange County Sanitation District 4 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT Return to Aaenda Report 18. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 19. Reoulatory Requirements Contractor shall nerform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 20. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, Citv and/or rm mlrinnl law., rndem nndinr tariffs that nertain In wnrk nerfnrrned under the terms of this Contract will be paid by Contractor. V 21. Applicable Laws and Regulations Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 22. Public Contracts Law Contractor's Employees Compensation 22.1 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 La in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform The Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 22.2 General Prevailing Rate— OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this public works contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 22.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the 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. Orange County Sanitation District 5 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT 22.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this contract and the Contractor shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or more or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 22.5 Workday — In the performance of this contract, not more than eight (8) hours shall constitute a day's work; and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by 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 anyy��orker is required or permitted to labor more than eight (8) hours in any one calendar day an*y(40) hours in any one week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked ear_.h ralendar day and earh r_.alendar weak by earh wnrkar employed by Contractor in connection with the project. ' 22.6 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 journeyman, 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 ApprWticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Sect' 17 may be deducted from project payments per the requirements of Section 1776� 23. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the I+st rules and regulations of the South Coast Air Quality Management District (SCAQMD). All cdhtract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 24. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 25. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has Orange County Sanitation District 6 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT Return to Mends Report paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 27. Dispute Resolution 27.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, thrcugh the alternate dispute resolution procedur s of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or ilar orization or entity conducting an alternate dispute resolution process. - 272 In the event the Parties are una:! to tlmel .Snlvp. the disnnte thMLinh mediation, the issues in dispute shall be submitted to arbitration puwnt 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. 28. Attornev's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is neceyary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 29. urvival The provisilipn7of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 30. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 31. Damage to OCSD's Properfv 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. 32. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 33. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Agreement, Contractor and its officers, employees, Orange County Sanitation District 7 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 34. Limitations upon 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. 35. Third Partv Rights Nothing in this Contract shall be rgnstrued to give any rights or benefits to anyone other than OCSD and Contractor. 36. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any su�e ssor-in-interest, in the event of any default or breach by OCSD or for any amount which may1wometo Contractor or to its successor, or for breach of any obligation for the terms of this greeme 37. Rwad and Undwretnnd Rv Rinninn this (.nntrgr_.t, rnntrnr.tnr rAnrASentc that he has read and understood the terms and conditions of the Contract. 36. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 39. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT Return b Mends Report 40. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Company Each party shall rovide the other art written notice of any4chan s as practicable. IN WITNESS R OF, i��een ing to be legally bound,lAe aused this Contract to be si th?duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: y: Chair Board of Directors Dated: rF y: Clerk of the Board 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 Project No. FR12-001 DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE Meeting Dare TOBA.Of DIr. 06/04/14 O6/25/14 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PLANT NO. 1 PRIMARY TREATMENT UPGRADES, PROJECT NO. P1-124 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Consultant Services Agreement with Carollo Engineers, Inc. to provide construction support services for Plant No. 1 Primary Treatment, Project No. P1-124, for an amount not to exceed $451,910; and B. Approve a contingency of$45,190 (10%). SUMMARY The Plant No. 1 Primary Treatment Upgrades, Project No. P1-124, will replace the existing primary sludge pumps at Primary Clarifiers (PC) 16-31 East, and will resolve various operation, maintenance, corrosion, and safety issues throughout this facility. Carollo Engineers, Inc. (Carollo) has satisfactorily provided architectural and engineering services for this project. Carollo's engineering support services are needed during the construction phase to provide continuity through the completion of the project. The proposed services will be provided on an as-needed basis and will include reviewing submittals, answering Contractor's requests for information, reviewing design changes, assisting in commissioning activities, providing training, preparing Operations Manual and Procedures (OMaP), preparing record drawings, and assisting in closeout of the project. Staff negotiated with Carollo for these support services in accordance with the Orange County Sanitation District's (Sanitation District) adopted policies and procedures. A review of the proposed price was conducted using estimated quantities of requests for information, submittals, meetings, site visits, change order review, and design revisions, as well as the level of effort to provide commissioning support, conduct training, prepare OMaP, and prepare record drawings. Based on this review, staff determined the negotiated fee to be fair and reasonable for these services. Staff recommends awarding a Professional Consultant Services Agreement with Carollo for an amount not to exceed $451,910 and approving a contingency of$45,190 (10%). Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS January 2013 —Approve a Professional Design Services Agreement with Carollo Engineers, Inc. to provide engineering design services for Plant No. 1 Primary Treatment Upgrades, Project No. P1-124, for an amount not to exceed $676,983; and, approve a contingency of$67,698 (10%). ADDITIONAL INFORMATION None. CEQA A Notice of Exemption was filed and recorded on August 31, 2012. BUDGET/PURCHASING ORDINANCE COMPLIANCE This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2013-14 Update, Page A-9) and the budget is sufficient for the recommended action. Date of Aooroval contract Amount contingency 06/25/14 $451,910 $45,190 (10%) ATTACHMENT The following attachment(s) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Consultant Services Agreement RT:EY:dm:gc Page 2 of 2 Return to Aaenda Report PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 25" day of June, 2014 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CAROLLO ENGINEERS, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Construction Support Services for Plant No. 1 Primary Treatment Upgrades, Project No. P7-124; and, WHEREAS, CONSULTANT is qualified to provide the necessary services for Construction Support Services in connection with these requirements; and, WHEREAS, the SANITATION DISTRICT has adopted procedures in accordance with the SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 Section 4.03(B)for the continuation of services and has proceeded in accordance with said procedures to perform this work; and, WHEREAS, at its regular meeting on June 25, 2014 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-44 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 1 of 18 C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. The SANITATION DISTRICT shall arrange for access to and make all provisions for CONSULTANT to enter upon public and private property as required for CONSULTANT to perform services hereunder. E. All CADD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT standard software. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. G. The services performed by the CONSULTANT are intended solely for the benefit of the SANITATION DISTRICT. No person or entity not a signatory to this Agreement shall be entitled to rely on the CONSULTANT's performance of its services hereunder and no right to assert a claim against the CONSULTANT by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of the CONSULTANT's services hereunder. H. The CONSULTANT has no control over the cost of labor, materials, equipment, or services furnished by others, or over their methods of determining prices of other competitive bidding or market conditions, practices or bidding strategies. CONSULTANT shall use best engineering practices, along with CONSULTANT's experience and judgment, utilizing current local costs of labor, materials, equipment or services, to prepare cost estimates. CONSULTANT cannot and PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 2 of 18 Return to Aaenda Report does not guarantee that proposals, bids or actual Project construction, operation and/or lifecycle costs will not vary from cost estimates prepared by CONSULTANT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Four Hundred Fifty One Thousand Nine Hundred Ten Dollars ($451,910). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subcensultanl(s)fees and costs shall not exceed the sum set forth in Attachment"C"—Summary of Costs. 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"C'—Summary of Costs. 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"C'—Summary of Costs. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 3 of 18 E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"C"—Summary of Costs. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"C"—Summary of Costs. 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"C"—Summary of Costs. 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. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 4 of 18 Return to Aaenda Report 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 5 of 18 E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 6 of 18 Return to Aaende Report apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability,of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground)and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 7 of 18 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 Two Million Dollars ($2,000,000) or alternatively, Two Million Dollars ($2,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Three Million Dollars ($3,000,000) 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 PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 8 of 18 Return to Aaende Report no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25(5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PC:SA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 9 of 18 H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25(5/2010)shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies, except for Workers Compensation and Errors and Omissions/Professional Liability Insurance, shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies, except for Workers Compensation and Errors and Omissions/Professional Liability Insurance, 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. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 10 of 18 Return to Aaenda Report M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 11 of 18 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Eros Yong, Project Manager PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 12 of 18 Return to Aaentle Report Notices shall be mailed to CONSULTANT at: CAROLLO ENGINEERS, INC. 3150 Bristol Street Suite 500 Costa Mesa, CA 92626 Attention: Douglas J. Lanning, PE, PMP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. ACCESS The SANITATION DISTRICT shall arrange for access to and make all provisions for CONSULTANT to enter upon public and private property as required for CONSULTANT to perform services hereunder. 17. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 13 of 18 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 21. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 22. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, 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 PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 14 of 18 Return to Aaenda Report CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 24. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of 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. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 15 of 18 CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 25. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to 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. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 16 of 18 Return to Aaenda Report 27. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 17 of 18 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: CAROLLO ENGINEERS, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A'—Scope of Work Attachment"B"—Cost Matrix Attachment"C"—Summary of Costs Attachment"D"—Allowable Direct Costs Attachment"E"—Not Attached SLS:yp EDMS:003987847 PCSA PROJECT NO.P1-124 Revised 042214 PLANT NO. 1 PRIMARY TREATMENT UPGRADES Page 18 of 18 OPERATIONS COMMITTEE Meeting Date Tolsd.olDir. 06/04/14 06/25/14 AGENDA REPORT Item Number Item Number s 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 A. Approve 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; and B. Approve a contingency of$36,480 (5%). 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. The Board of Directors established a budget and authorized the General Manager to issue a Request for Proposal and negotiate a Professional Services Agreement to prepare an Administrative Facilities Implementation Plan which shall develop a plan to replace the Administration Building, Human Resources Building, Laboratory, Fleet Services, and temporary office trailers at Plant No. 1. An estimated total of approximately 140,000 square feet of new facility construction is planned. The Orange County Sanitation District (Sanitation District) advertised a Request for Qualifications and short-listed four firms to receive the Request for Proposal; two proposals were received. Based on the overall qualifications and expertise, staff recommends awarding a Professional Services Design Agreement to HDR, Inc. for an amount not to exceed $729,597. Page 1 of 4 PRIOR COMMITTEE/BOARD ACTIONS November 2013 — Established a budget in the amount of$800,000, authorized issuance of a Request for Proposal for architectural and engineering services, and authorized negotiation of a Professional Services Agreement for the Administrative Facilities Implementation Plan. ADDITIONAL INFORMATION General The project will develop a siting evaluation, LEED certification analysis, concept design, phasing plan and schedule, contracting strategy recommendation, cost analysis with cash flow, space requirements and utilization, work space configuration and size rules, function group locations, site security and parking requirements, permit requirements, and demolition requirements for replaced structures. 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. This solicitation used a two-step process to select the most qualified firm; a Request for Qualifications followed by a Request for Proposal. A two-step process was used to determine interest and select the firms with the best qualifications and expertise to receive the Request for Proposal. Reauest for Qualifications A Request for Qualifications which outlined the Consultant's Scope of Work for this project was advertised on December 20 and December 27, 2013, in the Orange County Register. Furthermore, an email notification was sent to all engineering Consultants registered in the Sanitation District vendor database in the categories of Architecture and Architecture & Engineering. Seven Statements of Qualifications were received on February 4, 2014. A Staff Evaluation Committee consisting of four representatives from Engineering and one member from the Orange County Water District reviewed and scored each of the Statements of Qualifications in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD-44. A representative from the Contracts Administration Division participated in the evaluation process as a non- voting member. The Statement of Qualifications was evaluated according to the following criteria: (1) qualifications of firm/staff; (2) expertise in the design of laboratories; (3) expertise in the design of office buildings; and (4) expertise in services for life-cycle cost analysis and implementation planning. Page 2 of 4 After reviewing and scoring the seven Statements of Qualifications, the top four Consultant firms were selected to receive the Request for Proposal. The firms submitting a Statement of Qualifications were AECOM, The Austin Company, HDR, HH Framer Architects, HOK, LPA, Inc., and RNL. AECOM, HDR, HOK, and LPA were selected as the most qualified architects/engineers for this project to receive the Request for Proposal based on their Statement of Qualifications. Request for Proposal: A Request for Proposal which describes the Consultant's Scope of Work required for this project was mailed to the short-list of fines on March 21, 2014. As a result, two proposals were received on April 17, 2014. HOK and HDR submitted proposals. LPA, Inc. and AECOM declined our Request for Proposal. A Staff Evaluation Committee consisting of four representatives from Engineering reviewed and ranked each of the proposals in accordance with the evaluation process set forth in Sanitation District Board of Directors' Ordinance No. OCSD-44. A representative from the Contracts Administration Division participated in the evaluation process as a non- voting member. The proposals were evaluated according to the following criteria: (1) project understanding and approach; and (2) project team and staff qualifications. After reviewing and scoring the proposals, the two Consultant firms were ranked according to the score achieved. The Evaluation Committee interviewed the two proposing firms to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected HDR as the top-ranked firm as shown in Table 1. TABLE 1 PROPOSAL EVALUATION* Consultant HDR HOK Evaluator Reviewer A 1 2 Reviewer B 1 2 Reviewer C 1 2 Reviewer D 1 2 Overall Ranking 1 2 Proposal Fee $755,708 NA Negotiated Fee $729,597 NA Proposal * Based on scores after interview HDR was ranked highest by all four members of the Evaluation Committee based on their understanding of the challenges of the project, a clear and efficient approach for generating an Implementation Plan that addresses Sanitation District's goals, and a streamlined and highly qualified project team. Page 3 d 4 Both proposals were accompanied by a sealed fee proposal estimate. The fee proposal estimate of the highest ranked firm was not opened until the proposals were evaluated and a top-ranked firm was selected in accordance with Sanitation District Ordinance No. OCSD44. Staff conducted negotiations with HDR to clarify the requirements of the Scope of Work and their proposed work effort. During the negotiation meeting, the project Scope of Work, level of effort, and assumptions were discussed and clarified as required for the completion of the Scope of Work for the project. As a result of these negotiations, HDR submitted a revised not-to-exceed budget of$729,597. Based on the above, staff determined the final cost proposal to be fair and reasonable for the Scope of Work and recommends awarding the Professional Design Services Agreement to HDR for an amount not to exceed $729,597. CEQA Notice of Exemption was filed on January 15, 2014. BUDGET/PURCHASING ORDINANCE COMPLIANCE This complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted by a Board of Directors action in November 2013 and the project budget is sufficient for the recommended action. Date of Approval Contract Amount Contincencv 06/25/14 $729,597 $36,480 (5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Professional Design Services Agreement WS:dm:gc Page 4 of 4 Return to Aaenda Report PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 25' day of June, 2014 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and HDR ARCHITECTURE, INC., for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Administrative Facilities Implementation Planning, Project No. SP-194; and to provide Design services for developing an implementation plan to determine the design criteria, contracting method, sequencing and other planning items for the replacement of administrative facilities at Plant No. 1 and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on June 25, 2014 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 1 of 18 SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 2 of 18 Return to Aaende Report for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Twenty Nine Thousand Five Hundred Ninety Seven Dollars ($729,597). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment 'E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 3 of 18 As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Suboonsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs 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. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 4 of 18 Return to Aaenda Report 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. If the SANITATION DISTRICT determines that the work under this Agreement or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each project element or the project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 5 of 18 work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code Sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to employ employees who will perform work during the design and preconstruction phases of a construction contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. PDSA PROJECT NO.SP-194 Revised U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 6 of 18 Return to Amends Report 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. 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: PDSA PROJECT NO.SP-194 Revised U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 7 of 18 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 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. PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 8 of 18 Return to Aaende Report 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, 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 PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 9 of 18 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) 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. PDSA PROJECT NO.SP-194 Revised U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 10 of 18 Return to Aaenda Report L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Suboonsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by SANITATION DISTRICT, the parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Suboonsultant on a per-project-element basis, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. PDSA PROJECT NO.SP-194 Revised U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 11 of 18 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer. Such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 12 of 18 Return to Aaenda Report 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha Dubrovski, Principal Contracts Administrator Copy: Wendy Sevenandt, Project Manager Notices shall be mailed to CONSULTANT at: HDR ARCHITECTURE, INC. 251 South Lake Avenue Suite 1000 Pasadena, CA 91101-3020 Attention: Amy Williams, Managing Principal All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 13 of 18 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect PDSA PROJECT NO.SP-194 Remed 042214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 14 of 18 Return to Aaende Report and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the PDSA PROJECT NO.SP-194 Remed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 15 of 18 payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the Agreement is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, the SANITATION DISTRICT shall give the Consultant written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30)days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final Agreement Acceptance the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. PDSA PROJECT NO.SP-194 Revised U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 16 of 18 Return to Aaenda Report Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT'S request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT'S request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PDSA PROJECT NO.SP-194 Revised U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 17 of 18 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: HDR ARCHITECTURE, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Labor Hour Matrix Attachment"C"— Not Attached Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Proposal Attachment"F"— Not Attached Attachment"G"— Not Attached Attachment"H"— Not Attached Attachment"I"—Cost Matrix& Summary Attachment"J"— Not Attached Attachment"K"—Hourly Rate Schedule for Minor Subconsultant NKD:yp EDMS:003990439 PDSA PROJECT NO.SP-194 ReAsed U2214 ADMINISTRATIVE FACILITIES IMPLEMENTATION PLANNING Page 18 of 18 BOARD OF DIRECTORS MeetMg Date TOBA.of Dir. 06/04/14 O6/25/14 AGENDA REPORTItemNumber Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 GENERAL MANAGER'S RECOMMENDATION Approve out-of-country travel for Orange County Sanitation District (Sanitation District) employees (Construction Inspector or Engineer) to witness factory testing of centrifuges in connection with Sludge Dewatering and Odor Control at Plant No. 1, Project P1-101, and all travel, lodging, and per diem costs in accordance with the Sanitation District's travel policy. SUMMARY Three dewatering centrifuges will be tested at the factory in Germany between August and September, 2014, and three thickening centrifuges will be tested at the factory between November and December, 2014. These tests are required per the P1-101 Construction Contract Documents before shipment and delivery of the centrifuges. Staff requests approval for two trips, one employee per trip, to travel to Germany for the purpose of witnessing Contract required centrifuges factory testing. All six centrifuges will be tested at the factory and two separate trips are required to witness one dewatering centrifuge and one thickening centrifuge. The factory acceptance test consists of an operational test, material construction certification, dye penetration test, decanter rotor balancing test, visual check of centrifuge design, vibration and noise measurement test, and check of completeness for shipment and delivery. The cost for all six centrifuges including auxiliary equipment for fabrication, delivery, installation, and commissioning is approximately $22.3M. This item is within the project budget. PRIOR COMMITTEE/BOARD ACTIONS November 2012 - Awarded a construction contract to W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total amount not to exceed $126,908,300. Page 1 of 3 June 2012 - Approved Equipment Pre-Selection Agreement with GEA Westfalia Separator, Inc. (Factory located in Germany), for a total amount not to exceed $14,665,007, in a form approved by General Counsel. July 2010 - Adopted Resolution No. OCSD 10-10. A Resolution of the Board of Directors of the Orange County Sanitation District, making findings pursuant to Public Contract Code Section 3400 in support of the Sole Source Specification of Thickening and Dewatering Centrifuges. ADDITIONAL INFORMATION The key components of the new sludge dewatering and odor control project at Plant No. 1 are the centrifuge systems. The individual components of the systems, as well as the combined components together, are factory tested to ensure that the specified performance and quality requirements have been met at the factory prior to installation in the field. Factory test results aid in identifying potential problems prior to shipment and delivery, and prevent delays associated with installation, startup, and commissioning of the centrifuges. The estimated cost of each employee for out-of-country travel is $5,000. Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces existing solids and dewatering odor control systems and installs sludge thickening systems at Plant No. 1. The Sanitation District needs this project for the following reasons: 1. Additional capacity to thicken and dewater sludge due to conversion of Plant No. 1 to full secondary treatment and increased flows to support expansion of the Ground Water Replinishment System (GWRS). 2. Existing sludge dewatering facilities that were built in the late 1970s and early 1980S have to be replaced because they have reached the end of their useful life. 3. The new facilities will increase biosolids cake dryness to reduce biosolids management costs. 4. The new facilities will improve sludge thickening to optimize use of existing digesters by increasing existing capacity and eliminate the need to construct new digesters. 5. Manage site constraints at Plant No. 1 by building compact solids treatment facilities and facilitate future expansion. This project will reduce operational costs by an estimated $3.62M annually and has a lower 25-year life cycle cost compared to the Sanitation District's existing process/technology. Page 2 of 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: FY2013-14 Section A-9, Item 54) and the budget is sufficient for the recommended action. ATTACHMENT N/A RC:dm:gc Page 3 of 3 OPERATIONS COMMITTEE Neebng Dare To ad.of Di, 06,04,14 -- AGENDA REPORT Item Number Item Number e Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, Director of Facilities Support Services SUBJECT: INFORMATIONAL PRESENTATION ON THE COLLECTION FACILITIES GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY As part of the ongoing Board Member Orientation effort, OCSD staff will provide a general presentation on specific topics that the Board of Directors requested via a survey conducted in October 2013. Each month a different topic will be presented to both the Operations Committee and Administration Committee. This presentation will provide a brief and general overview of the regional collection facilities serving member cities and agencies and routing flows to Plants 1 and 2 for treatment and reclamation. More detailed presentations on particular areas of interest within the collection facilities will be scheduled for future dates. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The following informational presentations have been provided to both Operations and Administration Committees: • February— OCSD Budget and Finances • March —Water Quality and OCSD's Disinfection Program • April — Community Outreach Program • May- Reserves, Investments and Financial Policies CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A Page 1 of 2 ATTACHMENT: The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.coml with the complete agenda package and attachments: General Map of Orange County Joint Outfall Sewer from 1941 Sewer Survey by Orange County Health Department Page 2 of 2 —... - LCxverY Lin• - _ —. _...__ � _ �„•. 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Y J r_� E+ /o--- c.1/er/nnror Pl Je,O•LW.xT P/wr w/rn i -- � ,r �, i --J.nh An:ro Fiay Carp. P GA .A,EN GROVE SAN/TARY O/SX� /DN<.a cry rye..J000 6-. Jo/a cn/•./wm / -Tr•• Jr m4, I CnN/C/YrNww Jv J MESMy M _ • C/TY.,5ANTA ANA Y y.- 1 /DI/C.ECw.AN•aI OCO k � f -- N � N• aaaHCONM.w.s.prl.Y ak ' 1 ___ S•• Jao/I,CM"/mM asNnM1'Sk � h � F f.`J AJa.D/-aa'd•rN/F.WSJM"a/I } EUCL/O-VERANO SL OUTFALL �{pA Fc/bw ✓U/ue F/•rer Ca N SNp - O./eJ S ORANOE CMWrY JOINT OUTC//n Aw, d 3 E9" Ere rC..Ry ENT'LroANT \ Ma,.R ap cwaa/ry- r wrd GENERAL MAP R• ✓-• Z eoo/e. cH aoola.CCZIIe./rar, ORANGE COUNTY ✓OINT OUTFALL 3 /n O XOW/NO ONTFALL TO OCEAN CONNECTED L/T/EJ& 9AN/TARY O/JTq/C1JbfO4YAT/ONJ \ S/ZE• LENGrIlA SLOPE OFALL OUTFALLS \\fI AN-S/•••.WxM1 M•Nw L0CAT/ON L{"THE SEWA6E TREATMENTiYANT ANO PUMP/NO CNLOR/NAT/OYd SCOTPLNRCYPLANT3 LOCAT/ON OFMErER STAT/ON; SEWAGE SAHPL/N6 CN/uur f AYxvNr Ja,d S•ny. Po/NrJ A Cq/T/CAL /NONSTR/EJ /9}/-OgANGE COUNTY JO/NTOUTFALG SEWER SORYENHN OCEAN OUTFAL L BY ORANGE COUNTY NEALTN OERIRTMENT wpI GYw4 OACN N R/MBALL-SAN/T,,AY EM9/NI1R 3/00 a"A' I.-JOM/LC Fr.-fE'Q I. P/ S•xaa.RxnY Oner.ryi /n t0 q:er�\ � Ty OPERATIONS COMMITTEE Neebng Dare TO ad.of W. 06,04,14 -- AGENDA REPORT Item Number Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PRETREATMENT PROGRAM AND INDUSTRIAL PERMITTING GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY The Orange County Sanitation District's (OCSD) Pretreatment Program regulates Orange County dischargers to ensure incoming wastewater meets OCSD standards before plant treatment. The program is federally mandated by the Clean Water Act and authorized by the California State Water Resources Control Board to reduce metals and other compounds that are not otherwise removed in the treatment process. Publicly owned treatment works (POTWs) like OCSD are required to implement the National Pretreatment Program, a component of the National Pollutant Discharge Elimination System (NPDES) through which OCSD is permitted to discharge to the ocean. Industrial Pretreatment requires OCSD to issue permits and monitor the industrial users in its service area, controlling the source and quality of the wastewater the plants receive for ocean discharge or water recycling. This information item will provide an overview of OCSD's Industrial Pretreatment Program with an emphasis on permitting, monitoring, and enforcement. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CECA N/A ATTACHMENT N/A RT:JC:jb:gc Page 1 of 1 OPERATIONS COMMITTEE Meeting Dare TOBA.gf Dlr. 06/04/14 O6/25/14 AGENDA REPORT Item Number Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PROPOSED FY 2014-15 AND 2015-16 BUDGET GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY The proposed budget for FY 2014-15 and 2015-16 will be presented as follows: 2014-15 2015-16 Net Operations, Maintenance &Working Capital $152,500,120 $155,004,500 Worker's Compensation Self Insurance 700,000 700,000 General Liability and Property Self-Insurance 1,501,200 1,611,200 Net Capital Improvement Program 186,485,000 206,087,000 Debt/COP Service 86,070,000 86,714,000 Long-Term Debt Reduction 125,000,000 - Intra-District Joint Equity Purchase/Sale(l) 2,152,000 1,115,000 TOTAL $554.408.320 $451.231.700 (')Cash to Revenue Area 14 (RA14) in exchange for capital assets to Consolidated Revenue Area 15 (RA15). The Budget is being presented to the Operations Committee at its regular June meeting in order to allow an opportunity for the Committee's review of the proposal prior to the June Board meeting. Staff will distribute a hard copy of the proposed budget at the meeting. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 1 Of 2 ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE N/A ATTACHMENT N/A Page 2 of 2 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.